G-III APPAREL GROUP, LTD. (NASDAQ:GIII) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders. |
G-III Apparel Group, Ltd. (the Company) held its Annual Meeting
of Stockholders (the 2017 Annual Meeting) on June 15, 2017. A
total of 44,299,057 shares were represented in person or by proxy
at the 2017 Annual Meeting and the Companys stockholders took the
following actions:
Proposal No. 1: Election of Directors
The Companys stockholders elected each of the eleven nominees for
director to serve until the next Annual Meeting of Stockholders
and until their respective successors shall have been duly
elected and qualified based on the following votes:
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Morris Goldfarb | 38,808,734 | 1,940,844 | 3,549,479 | ||||||||
| Sammy Aaron | 34,103,032 | 6,646,546 | 3,549,479 | ||||||||
| Thomas J. Brosig | 36,481,290 | 4,268,288 | 3,549,479 | ||||||||
| Alan Feller | 39,542,006 | 1,207,572 | 3,549,479 | ||||||||
| Jeffrey Goldfarb | 34,102,814 | 6,646,764 | 3,549,479 | ||||||||
| Jeanette Nostra | 32,822,195 | 7,927,383 | 3,549,479 | ||||||||
| Laura Pomerantz | 35,795,483 | 4,954,095 | 3,549,479 | ||||||||
| Allen Sirkin | 35,905,159 | 4,844,419 | 3,549,479 | ||||||||
| Willem van Bokhorst | 33,211,799 | 7,537,779 | 3,549,479 | ||||||||
| Cheryl Vitali | 39,568,521 | 1,181,057 | 3,549,479 | ||||||||
| Richard White | 34,715,139 | 6,034,439 | 3,549,479 | ||||||||
Proposal No. 2: Advisory Vote on Compensation of the Companys
Named Executive Officers
The Companys stockholders approved, on an advisory (non-binding)
basis, the compensation of the Companys named executive officers
by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 27,416,312 | 13,314,918 | 18,348 | 3,549,479 | ||||||||||
The Companys Board of Directors and Compensation Committee will
consider the results of this advisory vote in making future
decisions on named executive officer compensation.
Proposal No. 3: An Advisory Vote on the Frequency of Future
Advisory Votes on the Compensation of the Companys Named
Executive Officers
A non-binding, advisory vote by the Companys stockholders on the
frequency of future advisory votes on the compensation of the
Companys named executive officers. The results of the vote were
as follows:
| Votes For Every Year | Votes For Every Two Years | Votes For Every Three Years | Abstentions | Broker Non-Votes | |||||||||||
| 38,096,784 | 25,800 | 2,615,497 | 11,497 | 3,549,479 | |||||||||||
The Companys Board of Directors has considered the stockholder
vote regarding the frequency of future stockholder advisory votes
on the compensation of the Companys named executive officers and,
at a meeting of the Board of Directors on June 15, 2017, adopted
the stockholders recommendation of an annual advisory vote on the
compensation of the Companys named executive officers until the
next stockholder vote on this matter, which will occur no later
than the Companys annual meeting of stockholders in 2023, or
until the Board of Directors otherwise determines that a
different frequency for such advisory vote would be in the best
interests of the Companys stockholders.
Proposal No. 4: Ratification of Independent Registered Public
Accounting Firm
The Companys stockholders ratified the appointment of Ernst Young
LLP as the Companys independent registered public accounting firm
for the fiscal year ending January 31, 2018 based on the
following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 43,334,546 | 929,602 | 34,909 | 3,549,479 | ||||||||||
About G-III APPAREL GROUP, LTD. (NASDAQ:GIII)
G-III Apparel Group, Ltd. designs, manufactures and markets a range of apparel products. The Company operates through two segments: wholesale operations and retail operations. Its apparel products include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company’s owned brands include Donna Karan, DKNY, DKNY Jeans, Vilebrequin, G-III Sports by Carl Banks, Eliza J, Black Rivet and Jessica Howard. It has fashion licenses under the Calvin Klein, Tommy Hilfiger, Karl Lagerfeld, Kenneth Cole, Cole Haan and Dockers brands. Through its team sports business, it has licenses with the National Football League, National Basketball Association, Major League Baseball and National Hockey League. It also operates retail stores under the Donna Karan, Wilsons Leather, Bass, G.H. Bass & Co., Vilebrequin and Calvin Klein Performance names.
