EVINE Live Inc. (NASDAQ:EVLV) Files An 8-K Submission of Matters to a Vote of Security Holders

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EVINE Live Inc. (NASDAQ:EVLV) 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.

EVINE Live Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders on June 13, 2018 (the “Annual Meeting”). There were 59,479,719 shares of Company common stock, or approximately 90.97% of the 65,380,809 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constituting a quorum.

At the Annual Meeting, Company shareholders voted on: (1) the election of eight persons to serve as directors on the Company’s Board of Directors until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified; (2) the approval, on an advisory basis, of the 2017 compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting;(3)the approval of the amendment of the Company’s 2011 Omnibus Incentive Plan to increase the number of shares of the Company’s Common Stock authorized for awards from 9,500,000 to 13,000,000; and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2019. For more information about the foregoing proposals, please see the proxy statement for the Annual Meeting.

Set forth below are the final voting results, as reported by the inspector of elections for the Annual Meeting:

The proposal to elect eight persons to serve as directors on the Company’s Board of Directors until the next annual meeting of the shareholders resulted in the following votes:

Nominee Votes For Withheld
Thomas D. Beers 34,528,910 1,684,387
Neal S. Grabell 32,373,682 3,839,615
Landel C. Hobbs 34,350,032 1,863,265
Mark K. Holdsworth 34,455,469 1,757,828
Lisa A. Letizio 32,296,684 3,916,613
Robert J. Rosenblatt 34,458,651 1,754,646
Fred R. Siegel 32,478,928 3,734,369
Alexander B. Spiro 34,357,411 1,855,886

The eight nominees set forth above were elected to the Company’s Board of Directors and will serve as directors until the Company’s next annual meeting or until their respective successors are duly elected and qualified. There were 23,266,422 broker non-votes related to the foregoing proposal.

The 2017 compensation of the Company’s named executive officers was approved, on an advisory basis, by the following votes:

For Against Abstain Broker Non-Votes
32,058,386 2,894,986 1,259,925 23,266,422
3. Approval to Amend the 2011 Omnibus Incentive Plan

The amendment to the Company’s 2011 Omnibus Incentive Plan to increase the number of shares of the Company’s Common Stock authorized for awards from 9,500,000 to 13,000,000 was approved by the following votes:

For Against Abstain Broker Non-Votes
24,913,675 10,106,118 1,193,504 23,266,422

The 2011 Omnibus Incentive Plan, as amended, is filed herewith as Exhibit 10.1.

4. Ratification of Independent Auditor

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending February 2, 2019, was approved by the following votes:

For Against Abstain Broker Non-Votes
58,216,044 44,918 1,218,757
Item 9.01. Financial Statements and Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.


EVINE Live Inc. Exhibit
EX-10.1 2 tv496445_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EVINE LIVE INC. 2011 OMNIBUS INCENTIVE PLAN,…
To view the full exhibit click here

About EVINE Live Inc. (NASDAQ:EVLV)

EVINE Live Inc. is a digital commerce company. The Company operates through the digital commerce retailing segment. The Company offers a mix of brands directly to consumers in an engaging and informative shopping experience through television (TV), online and mobile devices. It operates an around the clock television shopping network, EVINE Live, which is distributed primarily on cable and satellite systems, through which the Company offers brand products in the categories of jewelry and watches, home and consumer electronics, beauty, and fashion and accessories. In addition, it offers a collection of men’s and women’s watches from classic to modern designs. It features home decor, bed and bath textiles, cookware, kitchen electrics, mattresses, tabletop accessories and home furnishings. Its beauty assortment features a range of skincare, cosmetics, hair care, and bath and body products. It also offers a range of apparel, outerwear, intimates, handbags, accessories and footwear.