COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

8 years ago

COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 24, 2017, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company) (NYSE: CODI)
(collectively CODI) held their 2017 Annual Meeting of Shareholders
(the Annual Meeting), at the Company’s principal executive
offices, 301 Riverside Avenue, Second Floor, Westport, Connecticut
06880. A total of 59,900,000 shares of the Companys common stock
were entitled to vote as of March 27, 2017, the record date for the
Annual Meeting. There were 51,294,756 shares present in person or
by proxy, constituting a quorum, at the Annual Meeting, at which
the shareholders were asked to vote on four (4) proposals. Set
forth below are the matters acted upon by the shareholders and the
final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as Class II
directors of the Company to hold office for a three-year term,
ending at the 2020 Annual Meeting, the shareholders voted as set
forth in the table below:



	For	Withheld	Broker Non-Vote
James J. Bottiglieri	25,965,811	4,333,179	20,995,766
Gordon M. Burns	21,471,361	8,827,629	20,995,766

Based on the votes set forth above, Messrs. Bottiglieri and Burns
were duly elected to serve as Class II directors of the Company for
a three-year term, ending at the 2020 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation
(Say-on-Pay)

With respect to the non-binding, advisory vote to approve the
compensation of the Companys named executive officers as disclosed
in the Companys Proxy Statement, the shareholders voted as set
forth in the table below:



For	Against	Abstain	Broker Non-Vote
20,472,361	9,486,049	340,580	20,995,766

Based on the votes set forth above, the shareholders approved the
Say-on-Pay proposal.

Proposal 3. Frequency of Advisory Vote Regarding Executive
Compensation (“Say-on-Frequency Vote”)

With respect to the non-binding, advisory vote regarding how
frequently the Company should seek the Say-on-Pay vote as disclosed
in the Company’s Proxy Statement, the shareholders voted as set
forth in the table below:



	For	Abstain	Broker Non-Vote
1 year	29,290,501		244,119	20,995,766
2 years	272,920		244,119	20,995,766
3 years	491,450		244,119	20,995,766

Based on the votes set forth above, the board of directors
determined to follow the shareholders’ recommendation and hold
future Say-on-Pay votes annually until the next required advisory
vote regarding the frequency of holding the Say-on-Pay vote, which
will occur not later than CODI’s Annual Meeting of Shareholders in
2023.

Proposal 4. Ratification of Selection of Independent Auditor

The ratification of the appointment of Grant Thornton LLP as
independent auditor for the Company and the Trust for the fiscal
year ending December 31, 2017 received the following votes:



For	Against	Abstain	Broker Non-Vote
50,627,329	423,526	243,901	N/a

Based on the votes set forth above, the ratification of the
appointment of Grant Thornton LLP as the independent auditor for
the Company and the Trust to serve for the 2017 fiscal year was
duly ratified by the shareholders.

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.



Date: May 24, 2017	COMPASS DIVERSIFIED HOLDINGS

	By:	/s/ Ryan J. Faulkingham

		Ryan J. Faulkingham
		Regular Trustee

About COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI)
Compass Diversified Holdings (the Trust) and Compass Group Diversified Holdings, LLC, (the Company), acquires and manages a group of small and middle-market businesses. The Company’s segments include The Ergo Baby Carrier, Inc. (Ergobaby), Liberty Safe and Security Products, Inc. (Liberty Safe or Liberty), Fresh Hemp Foods Ltd. (Manitoba Harvest), Compass AC Holdings, Inc. (ACI or Advanced Circuits), AMT Acquisition Corporation (Arnold or Arnold Magnetics), Clean Earth Holdings, Inc. (Clean Earth), Candle Lamp Company, LLC (Sterno or Sterno Products) and Tridien Medical, Inc. (Tridien). The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (FOX). Compass Group Management LLC, (CGM or the Manager), manages the day-to-day operations of the Company, and oversees the management and operations of its businesses pursuant to a management services agreement (MSA). COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Recent Trading Information
COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) closed its last trading session up +0.05 at 16.30 with 74,562 shares trading hands.