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West Marine, Inc. (NASDAQ:WMAR) Files An 8-K Submission of Matters to a Vote of Security Holders

West Marine, Inc. (NASDAQ:WMAR) 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.

On June 1, 2017, the number of shares of the Companys common
stock entitled to vote at the Annual Meeting was 25,087,571, of
which 23,284,195 shares were present in person or represented by
valid proxies at the Annual Meeting.

The stockholders voted on four proposals as described in the
Companys Proxy Materials for the Annual Meeting. The final voting
results for each item presented at the Annual Meeting are set
forth below.

Proposal 1: Election of Director Nominees
DIRECTORS FOR AGAINST BROKERNON-VOTES
Barbara L. Rambo 18,959,972 207,973 4,111,800
Matthew L. Hyde 18,901,537 266,401 4,111,800
Randolph K. Repass 18,780,693 391,318 4,111,800
Alice M. Richter 18,883,644 284,294 4,111,800
Dennis F. Madsen 18,959,256 208,682 4,111,800
Christiana Shi 18,960,018 207,888 4,111,800
James F. Nordstrom, Jr. 18,957,499 208,802 4,111,800
Robert D. Olsen 18,960,660 207,278 4,111,800
Proposal 2: Ratification of Selection of
PricewaterhouseCoopers LLP, independent registered public
accounting firm, as the Companys independent auditors for the
fiscal year ending December 30, 2017
FOR AGAINST ABSTAINED
23,268,238 10,757 5,200
Proposal 3: Approval, on an advisory basis, the compensation
of the Companys named executive officers
FOR AGAINST ABSTAINED BROKERNON-VOTES
18,849,665 310,607 12,123 4,111,800
Proposal 4: Indicate, on an advisory basis, the preferred
frequency of an advisory vote on the compensation of the
Companys named executive officers

ONEYEAR

TWOYEARS THREEYEARS ABSTAINED BROKERNON- VOTES
15,234,238 4,522 3,927,201 6,434 4,111,800
Proposal 5: Approval, of the West Marine, Inc. Amended and
Restated Omnibus Equity Incentive Plan
FOR AGAINST ABSTAINED BROKER NON-VOTES
18,838,232 328,396 5,767 4,111,800
Proposal 6: Approval, of the West Marine, Inc. Amended and
Restated Associates Stock Buying Plan
FOR AGAINST ABSTAINED BROKER NON-VOTES
18,992,202 138,136 42,057 4,111,800

Based on the above voting results, all director nominees were
duly elected and the other five proposals passed.


Item 8.01. Other Events

Following the March 23, 2017 Board meeting, upon the
recommendation of the CLDC, the Board approved an increase in
Director compensation as set forth below:

DirectorCompensationItem FY2017DirectorCompensation
Board Retainer $45,000 (an increase from $40,000)
Board Meeting Fee No fees up to seven scheduled (plus two unscheduled) meetings
$2,000 per any additional meeting
Board Chair Retainer $75,000 (an increase from $50,000)
Compensation and Leadership Development Committee Retainer Member: $7,500 Chair: $15,000
Nomination and Governance Committee Retainer Member: $5,000 Chair: $10,000
Audit and Finance Committee Retainer Member: $13,000 Chair: $20,000
Annual Equity Grant $65,000 (an increase from $50,000) Effective beginning with
the June 1, 2017 annual grant
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits:

10.1 West Marine, Inc. Amended and Restated Omnibus Equity
Incentive Plan.*

10.2 West Marine, Inc. Amended and Restated Associates Stock
Buying Plan.*

10.3 Form of Notice of Grant of Time-Vested Restricted Stock
Units and Form of Time-Vested Restricted Stock Unit Agreement for
Associates*

10.4 Form of Notice of Performance-Based Restricted Stock Units
and Form of Performance-Based Restricted Stock Unit Agreement for
Associates*

10.5 Form of Notice of Time-Vested Restricted Stock Units and
Form of Time-Vested Restricted Stock Unit Agreement for
Non-Employee Directors.*

*Management compensatory plan or arrangement within the meaning
of Item 601(b)(10)(iii) of Regulation S-K.

About West Marine, Inc. (NASDAQ:WMAR)
West Marine, Inc. is a waterlife outfitter for cruisers, sailors, anglers and paddlesports enthusiasts. The Company offers a selection of core boating and water recreation products, primarily serving the needs of boat owners and professionals providing services to them. It services its customers through physical stores and two e-commerce Websites. It is a specialty retailer of boating supplies, gear, apparel, footwear and other waterlife-related products. It operates approximately 260 stores located in approximately 40 states, Puerto Rico and Canada. Its products include boating products and merchandise expansion products. Its boating products include maintenance, electronics, sailboat hardware, anchors/docking/moorings, engine systems, boats/outboards, ventilation, navigation, trailering, seating/boat covers and barbecues/appliances. Its merchandise expansion products include clothing accessories, fishing, watersports, paddlesports, coolers and waterlife lifestyle accessories.

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