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

 

  September 9, 2020  
  Date of Report (Date of earliest event reported)  
     
  SUMMER INFANT, INC.  
  (Exact Name of Registrant as Specified in Charter)  

 

DELAWARE   001-33346   20-1994619
(State or Other   (Commission File Number)   (IRS Employer
Jurisdiction of Incorporation)       Identification No.)

 

  1275 PARK EAST DRIVE  
  WOONSOCKET, RHODE ISLAND 02895  
  (Address of Principal Executive Offices) (Zip Code)  
     
  (401) 671-6550  
  (Registrant's telephone number, including area code)  

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.0001 SUMR Nasdaq Capital Market

 

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.

 

On September 9, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters submitted at the Annual Meeting by the Board of Directors to a vote of the Company’s stockholders and the final results of the voting for each proposal.

 

Proposal 1: Election of Directors

 

Each of the following nominees for director was elected based on the following vote:

 

Nominee   For   Against   Abstained   Broker Non-Votes
Evelyn D’An   1,280,286   11,907   162   559,364
                 
Robin Marino   1,291,453   740   162   559,364
                 
Alan Mustacchi   1,256,180   12,262   23,913   559,364
                 
Andrew Train   1,290,675   1,066   614   559,364
                 
Stephen J. Zelkowicz   1,279,833   12,233   289   559,364

 

Proposal 2: Approval, on an Advisory Basis, of Named Executive Officer Compensation

 

The compensation of the Company’s named executive officers for 2019 was approved by a non-binding advisory vote based on the following vote:

 

For   Against   Abstained   Broker Non-Votes
1,279,045   12,510   800   559,364

 

Proposal 3: Approval, on an Advisory Basis, of the Frequency of Holding Future Advisory Votes on Named Executive Officer Compensation

 

The “one-year” option with respect to the frequency of holding future advisory votes on the compensation of the Company’s named executive officers was approved:

 

One Year   Two Years   Three Years   Abstained   Broker Non-Votes
961,573   209   327,883   2,690   559,364

 

Proposal 4: Ratification of Appointment of RSM US LLP as Independent Auditor

 

The appointment of RSM US LLP as the independent registered public accounting firm for the Company for the fiscal year ending January 2, 2021 was ratified based on the following vote:

 

For   Against   Abstained
1,847,450   3,312   957

 

 

 

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.

 

  SUMMER INFANT, INC.
     
Date: September 10, 2020 By:   /s/ Edmund J. Schwartz
    Edmund J. Schwartz 
    Chief Financial Officer 

 

 

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