VOXX INTERNATIONAL CORPORATION (NASDAQ:VOXX) Files An 8-K Submission of Matters to a Vote of Security Holders

VOXX INTERNATIONAL CORPORATION (NASDAQ:VOXX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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On July 20, 2017, the following matters were voted upon and approved by VOXX International Corporation’s (the “Company”) shareholders at the Company’s Annual Meeting of Shareholders.

(1)

The election of eight members to the Board of Directors;

(2)

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2018;

(3)

Approval by a Non-Binding Advisory Vote to approve the compensation by the Company to Certain Executive Officers; and

(4)

Approval by a Non-Binding Advisory Vote on frequency of Say-On-Pay-Vote.

Director's Name

Votes For

Votes Withheld

Broker Non-Votes

Class A Directors:

Paul C. Kreuch, Jr.

11,215,083

3,955,316

4,687,150

Peter A. Lesser

11,225,241

3,945,158

4,687,150

Denise Waund Gibson

11,353,169

3,817,230

4,687,150

John Adamovich, Jr.

14,226,568

943,831

4,687,150

Class A and B Directors:

John J. Shalam

32,711,874

5,068,065

4,687,150

Patrick M. Lavelle

33,210,097

4,569,842

4,687,150

Charles M. Stoehr

30,404,855

7,375,084

4,687,150

Ari M. Shalam

33,163,630

4,616,309

4,687,150

2.

Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending February 28, 2018:

Votes For

Votes Against

Votes Abstained

42,042,413

315,151

109,650

3.

Approval by a Non-Binding Advisory Vote to Approve the Compensation by the Company to Certain Executive Officers:

Votes For

Votes Against

Votes Abstained

Broker Non-Votes

29,735,162

7,992,895

51,882

4,687,150

4.

Approval by a Non-Binding Advisory Vote on Frequency of Say-On-Pay Vote:

Every Year

Every Two Years

Every Three Years

Abstentions

10,366,193

28,566

27,212,777

172,403

Accordingly, a plurality (the largest number) of votes cast in the advisory vote on the frequency of future “say-on-pay” votes was for such vote to occur “every three years”, supporting the Board’s recommendation that an advisory say-on-pay stockholder vote be included in the Company’s proxy statement for, and voted on by stockholders at, a meeting of stockholders every three years. No later than December 17, 2017, the Company will disclose by amendment to this Current Report on Form 8-K ( to Item 5.07 (d) of Form 8-K) the decision of the Board of Directors in light of this advisory vote as to how frequently the Company will include a “say-on-pay” advisory stockholder vote in its future proxy materials.

Item 7.01Regulation FD Disclosure

On July 20, 2017, during the Company’s Annual Meeting of Shareholders, John J. Shalam, the Company’s Chairman of the Board, made remarks to the Company’s shareholders and invited guests and a question and answer period followed. A transcript of Mr. Shalam’s remarks and the question and answer period is attached to this Form 8-K as Exhibit 99.1.

The information furnished under Item 7.01, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

EXHIBIT INDEX

Exhibit No.

Description

99.1

Transcript of Shareholders Meeting (filed herewith).


VOXX International Corp Exhibit
EX-99.1 2 ex991chairmanremarkstransc.htm EXHIBIT 99.1 Exhibit VOXX INTERNATIONAL CORPORATIONANNUAL MEETING OF SHAREHOLDERS10:00 A.M. – JULY 20,…
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About VOXX INTERNATIONAL CORPORATION (NASDAQ:VOXX)

VOXX International Corporation is an international manufacturer and distributor in the automotive, audio and consumer accessories industries. The Company’s segments include Automotive, Premium Audio and Consumer Accessories. The Automotive segment designs, manufactures, distributes and markets rear-seat entertainment devices, satellite radio products, remote start systems, digital television tuners, mobile antennas, mobile multimedia devices, car link-smartphone telematics application, collision avoidance systems and others. The Premium Audio segment designs, manufactures, distributes and markets home theater systems, outdoor speakers, iPod/computer speakers, business music systems, cinema speakers, flat panel speakers, Bluetooth speakers and others. The Consumer Accessories segment designs and markets remote controls, rechargeable battery packs, wireless and Bluetooth speakers, Singtrix karaoke products, 360 Fly Action Cameras, personal sound amplifiers and others.

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