Build-A-Bear Workshop, Inc. (NYSE:BBW) 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.
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Departure of Directors or Certain Officers; Election of |
(b) Build-A-Bear Workshop, Inc. (the Company) is announcing the
resignation of one director. On May 10, 2017, Mary Lou Fiala gave
notice to the Board of Directors of the Company (the Board) of
her decision to resign from the Board, effective on May 12, 2017,
due to a family members health issues. Ms. Fiala has served on
the Board of Directors since 2005. She currently serves as
Non-Executive Chairman and as a member of the Audit Committee and
the Compensation and Development Committee.
The Board elected Coleman Peterson to serve as Interim
Non-Executive Chairman and reduced the size of the Board from
eight to seven members, all effective May 12, 2017.
(e) On March14, 2017, the Board adopted, subject to stockholder
approval, the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive
Plan (the Incentive Plan). On May 11, 2017, at the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting), the Companys
stockholders approved the Incentive Plan. The Incentive Plan,
which is administered by the Compensation and Development
Committee of the Board, permits the grant of stock options
(including both incentive and non-qualified stock options), stock
appreciation rights, restricted stock, cash and other stock-based
awards, some of which may be performance-based to the terms of
the Incentive Plan. The Board may amend, modify or terminate the
Incentive Plan at any time, except as provided in the Incentive
Plan. The Incentive Plan will terminate on March 14, 2027, unless
earlier terminated by the Board.
The number of shares of the Companys common stock authorized for
issuance under the Incentive Plan is 1,000,000, plus shares of
stock subject to outstanding awards made under the Companys Third
Amended and Restated 2004 Stock Incentive Plan that on or after
March 21, 2017 may be forfeited, expire or be settled for cash.
The foregoing summary of the Incentive Plan is qualified in its
entirety by reference to the full text of such document, a copy
of which is included as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated herein by reference. A more detailed
summary of the Incentive Plan can be found in the Companys Proxy
Statement for the Annual Meeting filed with the Securities and
Exchange Commission (the SEC) on March 31, 2017, as supplemented
by the Companys Proxy Statement Supplement filed with the SEC on
April 21, 2017.
Item 5.07Submission of Matters to a Vote of Security
Holders.
The Company held its Annual Meeting on May 11, 2017. The
following proposals were submitted by the Board to a vote of the
Companys stockholders, and the final results of the voting on
each proposal are noted below.
Proposal 1.Election of Directors
The following three directors were nominated to serve for
three-year terms expiring at the 2020 annual meeting of
stockholders or until their successors are duly elected and
qualified. The three directors, as indicated below, were
elected as directors of the Company.
|
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
|
Maxine Clark |
10,609,238 |
982,339 |
106,335 |
2,480,823 |
|
Sharon John |
10,642,319 |
1,020,041 |
35,551 |
2,480,823 |
|
Sarah Personette |
10,867,954 |
786,521 |
43,436 |
2,480,823 |
Proposal 2.Ratification of Appointment of Independent
Accountants
The stockholders were asked to ratify the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 30, 2017.
The appointment was approved by the requisite vote of a
majority of the shares represented in person or by proxy and
entitled to vote, as indicated below.
|
For |
Against |
Abstain |
Broker Non-Votes |
|
14,024,958 |
151,149 |
2,627 |
Proposal 3.Advisory Vote Approving Executive
Compensation
The stockholders were asked to approve the executive
compensation as disclosed in the Proxy Statement for the Annual
Meeting to the compensation disclosure rules of the SEC. The
proposal was approved by the requisite vote of a majority of
the shares represented in person or by proxy and entitled to
vote, as indicated below.
|
For |
Against |
Abstain |
Broker Non-Votes |
|
10,490,464 |
851,996 |
355,451 |
2,480,823 |
|
Proposal 4. |
Advisory Vote on the Frequency of Holding Future |
The stockholders were asked to approve, by advisory vote, the
frequency of future advisory votes on executive compensation.
The frequency of one year received the greatest number of
votes, as indicated below. Consistent with the recommendation
of the Board and the vote of the stockholders, the Company will
continue to hold future advisory votes on executive
compensation on an annual basis.
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
|
9,727,663 |
5,082 |
1,618,955 |
346,212 |
2,480,823 |
Proposal 5.Approval of the Incentive Plan
The stockholders were asked to approve the Incentive Plan.
The proposal was approved by the requisite vote of a majority
of the shares represented in person or by proxy and entitled
to vote, as indicated below.
|
For |
Against |
Abstain |
Broker Non-Votes |
|
9,871,733 |
1,810,739 |
15,440 |
2,480,823 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription of Exhibit
|
10.1 |
Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive |
About Build-A-Bear Workshop, Inc. (NYSE:BBW)
Build-A-Bear Workshop, Inc. is primarily a specialty retailer offering a make your own stuffed animal interactive retail-entertainment experience. The Company’s segments include direct-to-consumer (DTC), international franchising and commercial. The DTC segment includes the activities of Company-owned stores in the United States, Canada, the United Kingdom, Ireland and Denmark, and other retail delivery operations, including its e-commerce sites and temporary stores. The international franchising segment includes the licensing activities of its franchise agreements with store locations in Europe, Asia, Australia, Africa, the Middle East and Mexico. The commercial segment markets the naming and branding rights of its intellectual properties for third-party use. Its retail stores offer various merchandise, including over 30 different styles of animals to be stuffed, sounds and scents that can be added to the stuffed animals, and a range of clothing, shoes and accessories, among others. Build-A-Bear Workshop, Inc. (NYSE:BBW) Recent Trading Information
Build-A-Bear Workshop, Inc. (NYSE:BBW) closed its last trading session 00.00 at 10.70 with 95,004 shares trading hands.
