Differential Brands Group Inc. (NASDAQ:DFBG) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Stockholders
On October 30, 2017, Differential Brands Group Inc. (the“Company”) filed with the U.S. Securities and Exchange Commission its definitive proxy statement for the Company’s 2017 annual meeting of stockholders held on November 30, 2017 (the “Annual Meeting”).
The Board of Directors fixed the close of business on October 3, 2017 as the record date for identifying those stockholders entitled to notice of, and to vote, at the Annual Meeting.On November 1, 2017, the notice of Annual Meeting, definitive proxy statement and proxy card for the Annual Meeting were first mailed to stockholders along with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.On November 30, 2017, the Company conducted its Annual Meeting and all proposals were approved to the applicable voting standard for each proposal as described in the Company’s definitive proxy statement.
On November 30, 2017, 13,425,043shares were represented in person or by proxy at the Annual Meeting, which reflected approximately 75% of total shares outstanding (including, in each case, convertible stock that is entitled to vote with the common stock on an as-converted basis).The vote totals on the proposals were as follows:
1. Election of seven directors to serve on the Board of Directors until the 2018Annual Meeting of Stockholders or until their respective successors are elected and qualified. |
For |
Withheld |
Broker Non-Votes |
|
William Sweedler |
7,748,037 |
17,598 |
5,659,408 |
|
Michael Buckley |
7,748,155 |
17,480 |
5,659,408 |
|
Matthew Eby |
7,754,736 |
10,899 |
5,659,408 |
|
Kelly Hoffman |
7,759,500 |
6,135 |
5,659,408 |
|
Walter McLallen |
7,760,026 |
5,609 |
5,659,408 |
|
Kent Savage |
7,759,802 |
5,833 |
5,659,408 |
|
Andrew Tarshis |
7,748,527 |
17,108 |
5,659,408 |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
2. Proposal to approve, on an advisory basis, named executive officer compensation. |
7,711,665 |
25,920 |
28,050 |
5,659,408 |
3Years |
2Years |
1Year |
Abstain |
Broker Non-Votes |
|
3. Proposal to determine, on an advisory basis, the frequency of the advisory vote to approve named executive officer compensation (the “Say on Frequency Vote”). |
7,425,225 |
1,492 |
337,735 |
1,183 |
5,659,408 |