DESTINATION MATERNITY CORPORATION (NASDAQ:DEST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On October19, 2017, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in Moorestown, New Jersey. As of September18, 2017, the Company’s record date, there were a total of 13,960,777 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 10,645,314 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
The stockholders of the Company voted on the following items at the Annual Meeting:
(1)The election of four directors for a term expiring at the 2018 Annual Meeting of Stockholders of the Company;
(2)The ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending February3, 2018;
(3)The approval of an amendment to the Company’s 2005 Equity Incentive Plan;
(4)The approval, by non-binding advisory vote, of executive compensation; and
(5)The approval, by non-binding advisory vote, of the frequency of non-binding advisory votes on executive compensation.
to the certified tabulation of votes received by the Company from the independent inspector of elections on October 20, 2017, results of the Annual Meeting are as set forth below:
Votes regarding the election of the director nominees were as follows:
| For | Against | Abstain | BrokerNon-Votes | |
|
Michael J. Blitzer |
5,219,486 | 3,862,108 | 29,780 | 1,533,940 |
|
Barry Erdos |
5,216,420 | 3,865,196 | 29,758 | 1,533,940 |
|
Melissa Payner-Gregor |
5,197,692 | 3,886,044 | 27,638 | 1,533,940 |
|
B. Allen Weinstein |
5,221,493 | 3,857,743 | 32,138 | 1,533,940 |
Based on the votes set forth above, the director nominees were duly elected.
The proposal to ratify the appointment of KPMG as independent registered public accountants for the fiscal year ending February3, 2018 received the following votes:
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 9,832,557 | 183,777 | 628,980 |
Based on the votes set forth above, the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending February3, 2018 was duly ratified.
The proposal to approve an amendment to the Company’s 2005 Equity Incentive Plan to receive the following votes:
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 4,888,012 | 1,473,675 | 2,749,687 | 1,533,940 |
Based on the votes set forth above, the amendment to the Company’s 2005 Equity Incentive Plan was duly approved.
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The proposal to approve the Company’s executive compensation received the following votes:
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 5,196,564 | 3,768,087 | 146,723 | 1,533,940 |
Based on the votes set forth above, the Company’s executive compensation was approved.
The proposal to approve the frequency of voting regarding the Company’s executive compensation received the following votes:
|
1-Year |
2-Years |
3-Years |
Abstain |
BrokerNon-Votes |
| 8,425,385 | 176,304 | 370,464 | 139,221 | 1,533,940 |
Based on the votes set forth above, annual voting regarding the Company’s executive compensation was approved. Based on the voting results with respect to the frequency of the advisory vote on executive compensation, the Board has determined that the Company will hold a non-binding, advisory vote on executive compensation annually.
| Item 5.02 | Regulation FD Disclosure |
On October19, 2017, the Company issued a press release announcing the preliminary results of the Annual Meeting. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 5.02 | Financial Statement and Exhibits |
(d) Exhibits
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Destination Maternity Corp ExhibitEX-10.1 2 d477916dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN SECTION 1. Purpose; Definitions. The purposes of this Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan (the Plan) are to: (a) enable Destination Maternity Corporation (the Company) and its affiliated companies to recruit and retain highly qualified personnel; (b) provide those personnel with an incentive for productivity; and (c) provide those personnel with an opportunity to share in the growth and value of the Company. For purposes of the Plan,…To view the full exhibit click here
About DESTINATION MATERNITY CORPORATION (NASDAQ:DEST)
Destination Maternity Corporation, formerly Mothers Work, Inc. is a designer and retailer of maternity apparel in the United States. The Company operates a chain of maternity apparel specialty stores. The Company operates through the design, manufacture, and sale of maternity apparel and related accessories segment. It operates approximately 1,815 retail locations, including over 540 stores in the United States, Canada and Puerto Rico, and approximately 1,280 leased departments located within department stores and baby specialty stores throughout the United States, in Puerto Rico and, in England. The Company sells merchandise on the Internet, primarily through its Motherhood.com, APeaInThePod.com and DestinationMaternity.com Websites. The Company also sells its merchandise through its Canadian Website, MotherhoodCanada.ca, through Amazon.com in the United States, and through Websites of certain of its retail partners.