SUMMER INFANT,INC. (NASDAQ:SUMR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May22, 2017, the Board of Directors (the Board) of Summer
Infant,Inc. (the Company), upon the recommendation of the
Compensation Committee of the Board, approved changes to the
Companys annual, short-term incentive bonus program, effective
with the 2017 fiscal year (the 2017 STI Program), in which the
Companys named executive officers participate.
The 2017 STI Program is designed to provide for potential payouts
based on the achievement of a specified, pre-bonus adjusted
EBITDA target, as compared to three metrics utilized in the
fiscal 2016 annual incentive plan (pre-bonus adjusted EBITDA,
contribution margin and operating cash flow). In addition, for
members of the Companys senior management team, including the
Companys named executive officers, 20% of their total target
bonus potential under the 2017 STI Program will be contingent on
the executive meeting individual strategic objectives.
Item 5.07. Submission of Matters to a
Vote of Security Holders.
On May22, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting). Set forth below are the
matters submitted at the Annual Meeting by the Board to a vote of
the Companys stockholders and the final results of the voting for
each proposal.
Proposal 1: Election of Directors
Each of the following nominees for director was elected based on
the following vote:
|
Nominee |
|
For |
|
Against |
|
Abstained |
|
BrokerNon-Votes |
|
|
Evelyn DAn |
11,705,583 |
9,497 |
12,247 |
2,643,013 |
|||||
|
Martin Fogelman |
11,088,324 |
463,349 |
175,654 |
2,643,013 |
|||||
|
Robin Marino |
11,354,239 |
361,088 |
12,000 |
2,643,013 |
|||||
|
Mark Messner |
11,247,472 |
467,849 |
12,006 |
2,643,013 |
|||||
|
Alan Mustacchi |
11,706,092 |
9,129 |
12,106 |
2,643,013 |
|||||
|
Stephen J. Zelkowicz |
11,706,073 |
9,148 |
12,106 |
2,643,013 |
Proposal 2: Approval, on an Advisory Basis, of
Named Executive Officer Compensation
The compensation of the Companys named executive officers for
2016 was approved by a non-binding advisory vote based on the
following vote:
|
For |
|
Against |
|
Abstained |
|
BrokerNon-Votes |
|
|
11,238,529 |
483,408 |
5,390 |
2,643,013 |
Proposal 3: Reapproval of Performance Measures
under 2012 Incentive Compensation Plan
The proposal to reapprove the performance measures under the
Companys 2012 Incentive Compensation Plan, as amended, for
purposes of Section162(m)of the Internal Revenue Code was
approved based on the following vote:
|
For |
|
Against |
|
Abstained |
|
BrokerNon-Votes |
|
|
11,513,067 |
208,870 |
5,390 |
2,643,013 |
Proposal 4: Ratification of Appointment of RSM US
LLP as Independent Auditor
The appointment of RSM US LLP as the independent registered
public accounting firm for the Company for the fiscal year
ending December30, 2017 was ratified based on the following
vote:
|
For |
|
Against |
|
Abstained |
|
|
14,364,702 |
4,132 |
1,506 |
About SUMMER INFANT, INC. (NASDAQ:SUMR)
Summer Infant, Inc. is an infant and juvenile products company. The Company is engaged in the juvenile industry, providing mothers and caregivers a range of products to care for babies and toddlers. As of December 31, 2016, it marketed over 1,100 products in several product categories, including monitoring, safety, nursery, baby gear and feeding products. It markets its products, under its Summer Infant, SwaddleMe and Born Free brand names. Its anchor products in its product categories include monitoring, such as wireless fidelity (Wi-Fi)/Internet, video, audio and prenatal; safety, including gates, bath, potties, boosters and positioners; nursery, such as swaddle, travel accessories, safe sleep, soothers and sleep aides; baby gear, including strollers, bassinets, high chairs and playards, and feeding products, such as bottles, drinking cups, bibs and placemats, electronics and pacifiers. It sells its products across the globe to national retailers, as well as independent retailers. SUMMER INFANT, INC. (NASDAQ:SUMR) Recent Trading Information
SUMMER INFANT, INC. (NASDAQ:SUMR) closed its last trading session up +0.02 at 1.79 with 487,779 shares trading hands.