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
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.
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:
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For
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Withheld
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Broker Non-Vote
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James J. Bottiglieri
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25,965,811
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4,333,179
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20,995,766
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Gordon M. Burns
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21,471,361
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8,827,629
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20,995,766
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were duly elected to serve as Class II directors of the Company for
a three-year term, ending at the 2020 Annual Meeting.
(Say-on-Pay)
compensation of the Companys named executive officers as disclosed
in the Companys Proxy Statement, the shareholders voted as set
forth in the table below:
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For
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Against
|
Abstain
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Broker Non-Vote
|
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20,472,361
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9,486,049
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340,580
|
20,995,766
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Say-on-Pay proposal.
Compensation (“Say-on-Frequency Vote”)
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:
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For
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Abstain
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Broker Non-Vote
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||||
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1 year
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29,290,501
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244,119
|
20,995,766
|
|||
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2 years
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272,920
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244,119
|
20,995,766
|
|||
|
3 years
|
491,450
|
244,119
|
20,995,766
|
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.
independent auditor for the Company and the Trust for the fiscal
year ending December 31, 2017 received the following votes:
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For
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Against
|
Abstain
|
Broker Non-Vote
|
|
50,627,329
|
423,526
|
243,901
|
N/a
|
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.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Date: May 24, 2017
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COMPASS DIVERSIFIED HOLDINGS
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By:
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/s/ Ryan J. Faulkingham
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Ryan J. Faulkingham
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Regular Trustee
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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.
