Differential Brands Group Inc. (NASDAQ:DFBG) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Differential Brands Group Inc. (NASDAQ:DFBG) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 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

For

Against

Abstain

Broker

Non-Votes

4. Proposal to approve, under applicable Nasdaq Listing Rules, the removal of the restrictions on the exercise of the SWIMS Warrant and the conversion of the SWIMS Convertible Noteto permit the issuance, in excess of 19.99% of the common stock outstanding prior to such issuance, of: (1)the common stock underlying the SWIMS Warrant, (2)the ClassA‑1 Preferred Stock underlying the SWIMS Convertible Note, and (3)the common stock underlying the ClassA‑1 Preferred Stock.

7,741,784

19,840

4,011

5,659,408

For

Against

Abstain

5. Proposal to ratify the appointment of CohnReznick LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017.

13,347,488

63,875

13,680

In light of the results of the Say on Frequency Vote, the Company’s Board of Director has determined that the Company will hold an advisory vote on named executive officer compensation every third year until the next required vote on the frequency of future advisory votes on named executive officer compensation is held at the Company’s annual meeting of stockholders in 2023.


About Differential Brands Group Inc. (NASDAQ:DFBG)

Differential Brands Group Inc., formerly Joe’s Jeans Inc., is engaged in the design, development and marketing of apparel products, which include denim jeans, related casual wear and accessories. The Company offers its products under various brands, such as Hudson, Robert Graham and SWIMS. Its segments are Wholesale and Retail. Its Wholesale segment consists of sales of Hudson products to retailers, specialty stores and international distributors. Its Retail segment consists of sales of its products to consumers through its retail Internet sites for Hudson products. The Hudson product line includes women’s, men’s and children’s denim jeans, pants and other bottoms. The Robert Graham product line includes men’s sport shirts, pants, sweaters, knits, t-shirts, sportcoats, outerwear and swimwear. Through SWIMS brand, it distributes a range of footwear, swimwear, outerwear, ready-to-wear and accessories across the world through department stores, independent specialty and luxury resorts.