Current Report Filing (8-k)
June 11 2019 - 4:01PM
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 11, 2019 (June 5, 2019)
Vince Holding Corp.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36212
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75-3264870
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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500 5
th
Avenue – 20
th
Floor
New York, New York 10110
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10110
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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: (212) 515-2600
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 Instructions 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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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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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VNCE
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New York Stock Exchange
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Item 5.07 Submission of Matters to a Vote of Security Holders
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On
June 5, 2019, Vince Holding Corp. (the “Company”)
held
its
2019
annual
meeting
of
stockholders
(the
“Annual
Meeting”).
The
proposals
submitted
to
a
stockholder
vote
at
the
Annual Meeting are described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2019. The results of such stockholder
vote
are
set
forth
below:
Proposal
No.
1
–
To
elect
three
Class
II
directors
to
serve
until
our
annual
meeting
of
stockholders
to
be
held
in
2022
or
until
their
respective
successors
are
duly elected and
qualified.
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Nominee
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For
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Withheld
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Broker Non-Vote
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Jonathan Borell
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9,191,873
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253,814
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1,790,459
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Ryan Esko
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710,773
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8,734,914
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1,790,459
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Eugenia Ulasewicz
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9,249,147
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196,540
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1,790,459
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As reported in the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2019, Jonathan Borell and Ryan Esko resigned from the Company’s board of directors (the “Board”) and any positions held thereto, effective May 13, 2019. On the same date, Matthew Garff was elected to fill the vacancies created by Mr. Borell’s resignation on the Board and the compensation committee of the Board, as well as the vacancy created by Mr. Esko’s resignation on the nominating and corporate governance committee of the Board. The vacancy created by Mr. Esko’s resignation on the Board may be filled at a later date by the Board or Sun Cardinal, LLC, pursuant to the Company’s certification of incorporation. All votes cast for Mr. Borell were voted for Mr. Garff as described in the Proxy Statement and in accordance with applicable laws. The votes cast for Mr. Esko were disregarded.
Proposal
No.
2
–
Ratification
of
appointment
of
PricewaterhouseCoopers,
LLP
as
the
Company’s
independent
registered
public
accounting
firm
for
the
fiscal
year ending
February 1, 2020.
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For
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Against
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Abstain
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11,234,894
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1,252
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0
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Proposal No. 3 –
Approval, on a non-binding, advisory basis, the compensation of our named executive officers.
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For
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Against
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Abstain
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Broker Non-Vote
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9,062,569
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74,698
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308,420
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1,790,459
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Proposal No. 4
– Approval, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of our named executive officers will be conducted.
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1 year
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2 years
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3 years
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Abstain
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Broker Non-Vote
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9,434,039
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1,472
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9,865
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311
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1,790,459
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The Company will include an advisory vote on its
named executive officer compensation in its proxy materials every year until the next advisory vote on the frequency of future advisory votes on named executive officer compensation, which will occur no later than the Company’s 2025 annual meeting of stockholders.
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 thereunto duly authorized.
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VINCE HOLDING CORP.
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Date: June 11, 2019
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By:
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/s/ David Stefko
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David Stefko
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Executive Vice President, Chief Financial Officer
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