Current Report Filing (8-k)
July 05 2019 - 4:03PM
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):
June 28, 2019
JAKKS PACIFIC, INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-28104
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95-4527222
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2951 28
th
Street, Santa Monica, California
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90405
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(424) 268-9444
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.001 par value
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JAKK
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NASDAQ Global Select Market
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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):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.07. Submission of Matters
to a Vote of Security Holders.
We mailed a Proxy Statement on or about
May 14, 2019 to our stockholders of record as of May 1, 2019 in connection with our Annual Meeting of Stockholders, which was held
on June 28, 2019 at Sherwood Country Club, 320 West Stafford Road, Thousand Oaks, California, 91361. At the Meeting, the stockholders
voted on five matters as follows: (i) election of directors, and all seven of the nominees were elected, (ii) the adoption of an
amendment to our 2002 Stock Award and Incentive Plan, which was approved, (iii) the adoption of a proposal to approve a transaction
which could result in the issuance of an amount of stock in excess of 19.9% of our outstanding shares of common stock, which was
approved, (iv) the ratification of our auditors, which was approved, and (v) an advisory vote concerning compensation of our named
executive officers, which was approved.
The first matter was the election of the
members of the Board of Directors. All of the nominees received a majority of the votes and were elected and the tabulation of
the votes (both in person and by proxy) was as follows:
Nominees for Directors
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For
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Withheld
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Stephen G. Berman
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12,400,186
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1,036,067
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Murray L. Skala
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12,159,781
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1,276,472
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Rex H. Poulsen
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11,548,823
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1,887,430
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Michael S. Sitrick
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11,366,206
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2,070,047
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Alexander Shoghi
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12,703,751
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732,502
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Michael J. Gross
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12,050,125
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1,386,128
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Zhao Xiaoqiang
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12,655,448
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780,805
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The second matter upon which the stockholders
voted was the proposal to approve an amendment to our 2002 Stock Award and Incentive Plan, which matter was approved. The tabulation
of the votes (both in person and by proxy) was as follows:
For
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Against
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Abstentions
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9,003,400
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4,398,614
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34,239
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There were
7,114,028 broker held non-voted shares represented at the Meeting with respect to this matter.
The third matter upon which the stockholders
voted was the proposal to approve a transaction which could result in the issuance of an amount of stock in excess of 19.9% of
our outstanding shares of common stock, which matter was approved. The tabulation of the votes (both in person and by proxy) was
as follows:
For
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Against
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Abstentions
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12,652,124
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731,683
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52,446
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There were
7,114,028 broker held non-voted shares represented at the Meeting with respect to this matter.
The fourth matter upon which the stockholders
voted was the proposal to ratify the appointment by the Board of Directors of BDO USA, LLP, as our independent certified public
accountants for 2019, which matter was approved. The tabulation of the votes (both in person and by proxy) was as follows:
For
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Against
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Abstentions
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20,241,673
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189,233
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119,375
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There were
no broker held non-voted shares represented at the Meeting with respect to this matter.
The fifth matter upon which the stockholders
voted was an advisory vote to approve the compensation of our named executive officers, which matter was approved. The tabulation
of the votes (both in person and by proxy) was as follows:
For
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Against
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Abstentions
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9,631,367
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3,745,427
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59,459
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There were 7,114,028 broker held non-voted
shares represented at the Meeting with respect to this matter.
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.
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JAKKS PACIFIC, INC.
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Dated: July 5, 2019
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By:
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/s/ BRENT T. NOVAK
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Brent T. Novak, CFO
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