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

ME Staff 8-k

7 years ago

HSN, INC. (NASDAQ:HSNI) 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


(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.