HSN, INC. (NASDAQ:HSNI) Files An 8-K Submission of Matters to a Vote of Security Holders

HSN, INC. (NASDAQ:HSNI) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item 5.07

Submission of Matters to a Vote of Security Holders
(a)
HSN, Inc., a Delaware corporation (the Company), held its
annual meeting of shareholders on May 24, 2017 (the “Annual
Meeting”).
(b)The matters on which the shareholders voted, in person or by
proxy, were
(i)to elect nine directors to serve until the Companys next
annual meeting of shareholders or until their successors are duly
elected and qualified;
(ii)to ratify the appointment of Ernst Young LLP as the Companys
independent registered certified public accounting firm for the
fiscal year ending December 31, 2017;
(iii)approve, on an advisory basis, the compensation paid to the
Companys named executive officers;
(iv)approve, on an advisory basis, the frequency of future
advisory votes on the compensation paid to our named executive
officers; and
(v)approve the 2017 Omnibus Incentive Plan.
The results of the voting are as follows:
Proposal 1>- Election of Directors:
Name of Nominee
Votes For
Votes Withheld
Broker Non-Votes
Courtnee Chun
46,966,506
907,770
2,072,521
William Costello
46,942,116
932,160
2,072,521
Fiona Dias
47,712,675
161,601
2,072,521
James M. Follo
46,938,206
936,070
2,072,521
Stephanie Kugelman
46,938,491
935,785
2,072,521
Arthur C. Martinez
47,057,857
816,419
2,072,521
Thomas J. McInerney
46,829,558
1,044,718
2,072,521
Matthew E. Rubel
47,026,191
848,085
2,072,521
Ann Sarnoff
46,894,344
979,932
2,072,521
Each of the director nominees was elected to hold office for a
one-year term ending on the next succeeding annual meeting of
shareholders.
Mindy Grossman was initially named in the Companys proxy
statement. However, Ms. Grossman resigned as the Companys chief
executive officer as of May 24, 2017 and did not stand for
re-election to the Companys Board of Directors at the Annual
Meeting. Any votes received for Ms. Grossman were not counted at
the Annual Meeting.
Proposal 2>- Ratification of the appointment of Ernst Young
LLP as the Companys independent registered certified public
accounting firm for the fiscal year ending December 31, 2017:
Votes For
Votes Against
Votes Abstaining
49,627,565
312,794
6,438
The shareholders approved Proposal 2.
Proposal 3>- Approve the following resolution:
RESOLVED, that the shareholders advise that they approve the
compensation of the Companys named executive officers, as
disclosed to the compensation disclosure rules of the Securities
and Exchange Commission (which disclosure shall include the
Compensation Discussion and Analysis, the compensation tables,
and any related material).
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
47,696,626
168,603
9,047
2,072,521
The shareholders approved Proposal 3.
Proposal 4>- Advisory approval of the frequency of future
advisory votes on the compensation paid to the Companys named
executive officers:
Votes for
Annually
Votes for
Every Two Years
Votes for
Every Three Years
Votes Abstaining
Broker Non-Votes
18,285,024
10,752
29,511,903
66,597
2,072,521
The Board of Directors has considered the results of the
shareholder vote, and has accepted their recommendation to have
future advisory votes on compensation paid to the Companys
executives every three years. As a result, the next shareholder
vote on compensation for named executive officers will be at the
annual meeting in 2020.>>
Proposal 5>- Approve the 2017 Omnibus Incentive Plan:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
40,882,742
6,974,665
16,869
2,072,521
The shareholders approved Proposal 5.


About HSN, INC. (NASDAQ:HSNI)

HSN, Inc. is an interactive multi-channel retailer. The Company markets and sells a range of third party and private-label merchandise directly to consumers through various platforms, including television home shopping programming broadcast on the HSN television networks; catalogs, comprising the Cornerstone portfolio of print catalogs; Websites, which consist of HSN.com, joymangano.com and over seven branded Websites operated by Cornerstone; mobile devices; retail and outlet stores, and wholesale distribution of certain products to other retailers. It operates through two segments: HSN and Cornerstone. HSN offerings comprise jewelry, fashion (apparel and accessories), beauty and health (including beauty, wellness and fitness), and home and other (including home, electronics, culinary and other). Merchandise offered by Cornerstone consists of home furnishings (including indoor/outdoor furniture, home decor, tabletop, textiles and other home related goods), and apparel and accessories.

HSN, INC. (NASDAQ:HSNI) Recent Trading Information

HSN, INC. (NASDAQ:HSNI) closed its last trading session down -0.30 at 34.10 with 249,995 shares trading hands.

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