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.