Current Report Filing (8-k)
May 11 2017 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 10, 2017
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
|
(Exact name of registrant as specified in its charter)
|
|
|
|
Delaware
|
001-36803
|
20-0640002
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
399 Executive Boulevard, Elmsford, New York
|
10523
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Registrant’s Telephone Number, Including
Area Code:
(212) 246-6700
Not Applicable
|
(Former Name or Former Address, If Changed Since Last Report)
|
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
May 10, 2017, Town Sports International Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders
(the “Annual Meeting”) at which the Company’s stockholders approved Amendment No. 2 (the “Plan Amendment”)
to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015)
(the “Amended Stock Incentive Plan”). The Plan Amendment increases the aggregate number of shares of the Company’s
common stock issuable under the plan by 2,000,000 shares, from 4,500,000 shares to a total of 6,500,000 shares. The Board of Directors
of the Company previously approved the Plan Amendment on March 22, 2017.
The material
features of the Plan Amendment and the Amended Stock Incentive Plan are described in the Company’s Definitive proxy statement
for the Annual Meeting filed on March 28, 2017 (the “Proxy Statement”) in the section entitled “Proposal
Four — Approval of Amendment No. 2 to the Company’s 2006 Stock Incentive Plan (as amended and restated effective
April 2, 2015),” which description is filed herewith as Exhibit 99.1 and incorporated herein by reference. The
above description of the Amended Stock Incentive Plan as amended by the Plan Amendment is qualified in its entirety by reference
to the Plan Amendment and the Amended Stock Incentive Plan filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 10, 2017, the
Company held its Annual Meeting. The following matters were submitted to a vote of the Company’s stockholders at the Annual
Meeting: (i) the election of five directors to serve until the Company’s 2018 Annual Meeting of Stockholders and until their
successors are duly elected and qualify; (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2017; (iii) a non-binding advisory vote to
approve the compensation paid to the Company’s named executive officers; and (iv) the approval of Amendment No. 2 to the
Company’s 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) to increase the number of
shares of the Company’s common stock available for issuance thereunder. The number of shares of the Company’s common
stock outstanding and eligible to vote as of March 15, 2017, the record date for the Annual Meeting, was 26,689,737.
Each of the matters
submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s
stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker
non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable:
Proposal 1
Election of Directors
Director Nominees
|
|
For
|
|
|
Withheld
|
|
|
Broker
Non-Votes
|
|
Martin J. Annese
|
|
|
14,144,983
|
|
|
|
2,307,074
|
|
|
|
5,191,685
|
|
Jason M. Fish
|
|
|
14,878,629
|
|
|
|
1,573,428
|
|
|
|
5,191,685
|
|
Thomas J. Galligan III
|
|
|
14,601,116
|
|
|
|
1,850,941
|
|
|
|
5,191,685
|
|
Patrick Walsh
|
|
|
14,871,120
|
|
|
|
1,580,937
|
|
|
|
5,191,685
|
|
L. Spencer Wells
|
|
|
13,945,030
|
|
|
|
2,507,027
|
|
|
|
5,191,685
|
|
Proposal 2
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
Ratification of the appointment of PricewaterhouseCoopers LLP
|
21,634,172
|
7,246
|
2,324
|
--
|
Proposal 3
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
Advisory vote on compensation of named executive officers
|
13,810,843
|
2,640,914
|
300
|
5,191,685
|
Proposal 4
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
Amendment No. 2 to the Company’s 2006 Stock Incentive Plan
|
12,557,541
|
3,891,595
|
2,921
|
5,191,685
|
Item 9.01 Financial Statements
and Exhibits.
Exhibit No.
|
|
Description
|
|
10.1
|
|
Amendment No. 2 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
|
|
|
10.2
|
|
Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
99.1
|
|
The section
entitled “Proposal Four—Approval of Amendment No. 2 to the Company’s 2006 Stock Incentive Plan (as amended and
restated effective April 2, 2015)” of the Company’s definitive Proxy Statement (incorporated herein by reference to
the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
Dated: May 11, 2017
|
By:
|
/s/
Carolyn Spatafora
|
|
|
|
Name:
|
Carolyn Spatafora
|
|
|
|
Title:
|
Chief Financial Officer
|
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
10.1
|
|
Amendment No. 2 to the Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) (incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
|
|
|
10.2
|
|
Town Sports International Holdings, Inc. 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) (incorporated herein by reference to Appendix B of the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
99.1
|
|
The section
entitled “Proposal Four—Approval of Amendment No. 2 to the Company’s 2006 Stock Incentive Plan (as amended and
restated effective April 2, 2015)” of the Company’s definitive Proxy Statement (incorporated herein by reference to
the Company’s Definitive Proxy Statement on Schedule 14A filed on March 28, 2017).
|
Town Sports (NASDAQ:CLUB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Town Sports (NASDAQ:CLUB)
Historical Stock Chart
From Apr 2023 to Apr 2024