CSS Industries, Inc. (NYSE:CSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our Annual Meeting of Stockholders held on August 1, 2017, our stockholders approved our Management Incentive Program (the “MIP”), which was last approved by our stockholders at our 2013 Annual Meeting of Stockholders. The MIP, as approved by our stockholders at our 2017 Annual Meeting of Stockholders, included certain amendments to the MIP that were incorporated in an amendment and restatement of the MIP. Based on such approval, the MIP, as amended and restated, became effective as of April 1, 2017. The MIP, as amended and restated, is described in the Proxy Statement for our 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 23, 2017 (beginning on page 55), and such description is incorporated herein by reference. A copy of the MIP is filed herewith as Exhibit 99.1.

We sought stockholder approval of the MIP so that the Human Resources Committee (the “Committee”) of our Board of Directors (the “Board”) would continue to have the ability to grant incentive compensation awards under the MIP that qualify for the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and, therefore, qualify for exemption from the $1,000,000 deduction limit under Section 162(m) of the Code.

As a result of the approval of the MIP by our stockholders, the awards under the MIP that were granted by the Committee on May 1, 2017, subject to approval of the MIP by our stockholders (the “Conditional Awards”), have now received the required stockholder approval. Certain of the Conditional Awards are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Conditional Awards granted to our named executive officers are described on pages 59 and 60 of the Proxy Statement for our 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 23, 2017, and such description is incorporated herein by reference.

On August 1, 2017, the Committee approved an amendment to the CSS Industries, Inc. Deferred Compensation Plan (the “Plan”). The amendment provides that eligible key employees may elect to defer up to 50% of the bonus such employee earns under the MIP to the Plan.

Deferrals of bonus to the Plan and earnings thereon are 50% vested at all times after such bonus has been earned under the MIP and credited to the employee’s account under the Plan.

The other terms and conditions relating to deferrals of bonus are the same as described in our Form 8-K that was filed with the Securities and Exchange Commission on February 9, 2017 with respect to deferrals of compensation, and such description is incorporated herein by reference.

The foregoing description of the Plan is qualified in its entirety by the provisions of the Plan, as amended and restated, a copy of which is filed herewith as Exhibit 99.2.

On August 1, 2017, the Committee also approved a freeze to our Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and Its Affiliates (the “SERP”), so that no further contributions will be made to the SERP, but amounts previously credited to our SERP will continue in accordance with the terms of the SERP as in effect prior to the freeze. No contributions to the SERP have been made for many years.

The Committee also approved an amendment to the SERP to provide that our Deferred Compensation Plan Committee has the authority to appoint trustees for any rabbi trust that is established to hold the assets of the SERP. The foregoing description of the amendment to the SERP is qualified in its entirety by the provisions of such amendment, a copy of which is filed herewith as Exhibit 99.3.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At our annual meeting of stockholders held on August 1, 2017 (the “Meeting”), the following matters were submitted to a vote of our stockholders: (1) election of a board of seven directors; (2) a proposal to approve our Management Incentive Program, as amended; (3) a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018; (4) a proposal to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2017; and (5) a proposal to select, on an advisory basis, the frequency (i.e., once every “1 year”, “2 years” or “3 years”) of holding future advisory votes to approve the compensation paid to our named executive officers.

With respect to the election of directors, each nominee for election to our Board was elected at the Meeting to serve on our Board until our 2018 annual meeting of stockholders and until the election and qualification of his or her successor. The table below reflects the results of the vote for each of the seven nominees:

As discussed in Item 5.02 above, our stockholders voted to approve our Management Incentive Program, as amended. The results of the vote were as follows:

Our stockholders voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2018. The results of the vote were as follows:

Our stockholders voted to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2017. The results of the vote were as follows:

On an advisory basis, our stockholders voted in favor of holding future advisory votes to approve the compensation paid to our named executive officers once every “one year”. The results of the vote were as follows:

The Board of Directors has determined that, as preferred by the majority of our stockholders, future advisory votes on the compensation paid to our named executive officers will be held once every “1 year” until the next vote on the frequency of such advisory votes.

Item 9.01 Financial Statements and Exhibits

(d) The following Exhibits are filed herewith:

CSS INDUSTRIES INC Exhibit
EX-99.1 2 exhibit991managementincent.htm EX 99.1 MANAGEMENT INCENTIVE PROGRAM Exhibit Exhibit 99.1CSS INDUSTRIES,…
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About CSS Industries, Inc. (NYSE:CSS)

CSS Industries, Inc. is a consumer products company, which is engaged in the design, manufacture, procurement, distribution and sale of non-durable all occasion and seasonal social expression products, principally to mass market retailers in the United States and Canada. The Company’s occasion and seasonal products include classroom exchange Valentines, infant products, journals, buttons, gift wrap, floral accessories, craft and educational products, Easter egg dyes and novelties, memory books, scrapbooks, stickers, stationery and other items. Its Christmas products include decorative ribbons and bows, boxed greeting cards, gift tags, gift bags, gift boxes, gift card holders, tissue paper and decorations. Valentine product offerings include classroom exchange Valentine cards and other related Valentine products, while its Easter product offerings include Dudley’s brand of Easter egg dyes and related Easter seasonal products. Its brands include Paper Magic, Berwick, Offray and others.