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

0

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

Item5.07

Submission of Matters to a Vote of Security
Holders

On November30, 2016, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company) (NYSE: CODI)
(collectively CODI) held a Special Meeting of Shareholders (the
Special Meeting). The Special Meeting was a completely virtual
meeting conducted via live audio webcast. A total of 54,300,000
common shares of the Trust were entitled to vote at the Special
Meeting as of the meetings record date, October13, 2016. There
were 32,833,076 common shares present in person or by proxy,
constituting a quorum, at the Special Meeting, at which the
shareholders were asked to vote on three (3)proposals. Set forth
below are the matters acted upon by the shareholders and the
final voting results of each such proposal.

Proposal 1. Amendments to the Trust Agreement

With respect to the vote to approve amendments to the Amended and
Restated Trust Agreement, as amended to date (the Trust
Agreement), to authorize the board of directors of the Company
(the Board) to create classes or series of, and to issue up to
50,000,000, preferred shares of the Trust with such terms as may
be designated and approved by the Board, without further approval
of the shareholders, including amendments to Sections 2.4, 3.1,
5.6, and 10.2 and the new definitions added in Section1.1(b) of
the Trust Agreement, the shareholders voted as set forth in the
table below:

For

Against

Abstain

Broker Non-Vote

30,987,770

1,447,955 397,351

Based on the votes set forth above, the shareholders approved the
amendments to the Trust Agreement.

Proposal 2. Amendments to the LLC Agreement

With respect to the vote to approve amendments to the Fourth
Amended and Restated Operating Agreement (the LLC Agreement) of
the Company to authorize the Board to create classes or series
of, and to issue up to 50,000,000, trust preferred interests in
the Company with such terms as may be designated and approved by
the Board, without further approval of the members of the Company
(other than in certain circumstances, the allocation member of
the Company), including amendments to Sections 1.3, 2.5, 3.1(a),
5.1, 14.1(i) and (ii), and Articles 10 and 12 of the LLC
Agreement, the shareholders voted as set forth in the table
below:

For

Against

Abstain

Broker Non-Vote

30,958,992

1,481,318 392,766

Based on the votes set forth above, the shareholders approved the
amendments to the LLC Agreement.

Proposal 3. Adjournment of the Special Meeting

With respect to the vote to adjourn the Special Meeting, if
necessary or appropriate, to establish a quorum or to permit
further solicitation of proxies if there were not sufficient
votes at the time of the Special Meeting cast in favor of
Proposal 1 or Proposal 2, the shareholders voted as set forth in
the table below:

For

Against

Abstain

Broker Non-Vote

30,645,920

1,805,721 381,435

Based on the votes set forth above, the shareholders voted to
adjourn the Special Meeting if necessary or appropriate, to
establish a quorum or to permit further solicitation of proxies
if there were not sufficient votes at the time of the Special
Meeting cast in favor of Proposal 1 or Proposal 2.

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: December 2, 2016 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 down -0.10 at 19.00 with 147,389 shares trading hands.