WILHELMINA INTERNATIONAL, INC. (NASDAQ:WHLM) 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
The Annual Meeting of Stockholders of Wilhelmina International,
Inc. (the Company) was held on June 13, 2017. Of the 5,381,668
shares of common stock of the Company entitled to vote at the
meeting, 4,985,283 shares were represented at the Annual Meeting
in person or by proxy.
Proposal No. 1 Election of Directors
At the Annual Meeting, the following individuals were elected to
serve as directors of the Company and received the number of
votes set forth opposite their respective names:
|
Director |
Votes For |
Votes Against Or Withheld |
Abstentions and Broker Non-Votes |
| Mark E. Schwarz | 3,838,495 | 14,084 | 1,132,704 |
| Clinton J. Coleman | 3,838,495 | 14,084 | 1,132,704 |
| James A. Dvorak | 3,840,875 | 11,704 | 1,132,704 |
| Horst Dieter-Esch | 3,841,040 | 11,539 | 1,132,704 |
| Mark E. Pape | 3,838,775 | 13,804 | 1,132,704 |
| James C. Roddey | 3,841,125 | 11,454 | 1,132,704 |
| Jeffrey R. Utz | 3,841,155 | 11,424 | 1,132,704 |
Proposal No. 2 Approval of Preferred Stock Elimination
Amendment
The Board of Directors submitted to the shareholders for approval
a proposal to amend the Restated Certificate of Incorporation of
the Company to eliminate any class of preferred stock from the
shares of capital stock the Company is authorized to issue. At
the Annual Meeting, 3,839,690 shares were voted in favor of the
proposed charter amendment eliminating preferred stock; 9,395
shares were voted against the proposed charter amendment
eliminating preferred stock; and 1,136,198 shares abstained from
voting or were broker non-votes on the proposed charter amendment
eliminating preferred stock.
Proposal No. 3 Approval of Common Stock Reduction
Amendment
The Board of Directors also submitted to the shareholders for
approval a proposal to amend the Restated Certificate of
Incorporation of the Company to decrease the number of shares of
common stock the Company is authorized to issue from 12,500,000
shares to 9,000,000 shares. At the Annual Meeting, 4,576,536
shares were voted in favor of the proposed charter amendment
reducing the authorized common stock; 230,306 shares were voted
against the proposed charter amendment reducing the authorized
common stock; and 178,441 shares abstained from voting on the
proposed charter amendment reducing the authorized common stock.
Proposal No. 4 – Ratification of Appointment of Independent
Registered Public Accounting Firm
Shareholders were also asked to ratify the appointment of
Montgomery, Coscia and Greilich LLP (MCG) as the independent
auditors of the Company for fiscal 2017. At the Annual Meeting,
4,962,396 shares were voted in favor of ratifying the appointment
of MCG; 12,286 shares were voted against ratifying the
appointment of MCG; and 10,601 shares abstained from voting on
ratifying the appointment of MCG.
Other Matters
No other matters were voted on at the Annual Meeting.
About WILHELMINA INTERNATIONAL, INC. (NASDAQ:WHLM)
Wilhelmina International, Inc. is engaged in fashion model management. The Company provides fashion model and talent management services, specializing in the representation and management of models, entertainers, artists, athletes and other talent to various customers and clients, including retailers, designers, advertising agencies and catalog companies. The Company conducts its business through operating divisions and subsidiaries engaged in fashion model management and other complementary businesses. These business activities are focused on fashion model management, hair and make-up artist representation, celebrity management, licensing and branding associations (including contests, consumer products, events and television). It is focused on providing fashion modeling and talent product-endorsement services to clients, such as advertising agencies, branded consumer goods companies, fashion designers, magazines, retailers, department stores, product catalogs and Internet sites.
