On May 2, 2019, the Board of Directors of Wolverine World Wide, Inc. (the “Company”) accepted the resignation of Joseph R. Gromek as a Director of the Company, effective as of that same date. Mr. Gromek tendered his resignation in accordance with the Company’s Corporate Governance Guidelines, which provide that a director must retire and resign from the Board of Directors at the Annual Meeting of Shareholders following his or her seventy-second birthday. Mr. Gromek’s resignation was not the result of any disagreements with the Company.
On May 2, 2019, the Board of Directors of the Company appointed David W. McCreight as a member of the Company’s Board of Directors, effective immediately. There were no arrangements between Mr. McCreight and other persons to which Mr. McCreight was appointed as a director. There are no related-party transactions in which Mr. McCreight or any immediate member of Mr. McCreight’s family has an interest that would require disclosure under Item 404(a) of Regulation S-K. As an independent member of the Board of Directors, he will be entitled to receive the compensation paid to the Company’s non-employee directors. Mr. McCreight will also enter into an Indemnification Agreement with the Company in the form entered into by the Company\’s other directors.
A copy of the press release issued on May 8, 2019>by the Company announcing the resignation of Mr. Gromek and the appointment of Mr. McCreight is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 2, 2019, the Board of Directors of the Company approved amendments to its Amended and Restated Bylaws (the “Bylaws”). The Bylaws became effective immediately upon approval by the Board. The Bylaws were amended to: (i) clarify the Company’s advance notice provisions; (ii) update the provision regarding the availability of the list of shareholders entitled to vote at a meeting and to provide for an electronic access option; (iii) revise the standard for calling a special meeting of the Board of Directors from two directors to a majority of the directors then in office; (iv) clarify the voting standard for designating a committee of the Board of Directors to be the affirmative vote of a majority of the total number of directors then authorized; (v) include in the provisions for calling a special meeting of a committee the ability of a majority of the committee’s members to call a special meeting; (vi) clarify that any two authorized officers of the corporation are required to sign a certificate to certify a shareholder’s number of shares owned; and (vii) clarify the voting standard required for amending the Bylaws to be by the affirmative vote of a majority of the total number of directors then authorized. The Bylaws were also amended to make certain other clarifications and technical or non-substantive changes.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
On May 2, 2019, the Company held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s shareholders voted upon three proposals at the Annual Meeting, and the final results of the shareholder vote on each proposal were as follows:
Proposal 1: Election of Directors for Terms Expiring in 2022
The shareholders elected three candidates nominated by the Board of Directors to serve as directors of the Company for three-year terms expiring at the annual meeting of shareholders to be held in 2022 or until their respective successors, if any, have been elected and qualified. The following sets forth the results of the voting with respect to each candidate:
Proposal 2: Advisory Resolution to Approve Executive Compensation
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in the Proxy Statement for the Annual Meeting. The following sets forth the results of the voting with respect to this proposal:
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019. The following sets forth the results of the voting with respect to this proposal:
The proposal to ratify the appointment of Ernst & Young LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.
WOLVERINE WORLD WIDE INC /DE/ Exhibit
EX-3.1 2 exhibit31by-laws2019x05x02.htm EXHIBIT 3.1 BY-LAWS Exhibit Exhibit 3.1Amended and Restated By-Laws of Wolverine World Wide,…
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About WOLVERINE WORLD WIDE, INC. (NYSE:WWW)

Wolverine World Wide, Inc. is a designer, manufacturer and marketer of a range of casual footwear and apparel, outdoor and athletic footwear and apparel, children’s footwear, industrial work boots and apparel, and uniform shoes and boots. The Company’s products are marketed around the world in approximately 200 countries and territories through Company-owned wholesale and consumer-direct operations, and third-party licensees and distributors. The Company operates in three operating segments: Lifestyle Group, consisting of Sperry footwear and apparel, Stride Rite footwear and apparel, Hush Puppies footwear and apparel, Keds footwear and apparel, and Soft Style footwear; Performance Group, consisting of Merrell footwear and apparel, Saucony footwear and apparel, and Chaco footwear, and Heritage Group, consisting of Wolverine footwear and apparel, Cat footwear, Bates uniform footwear, Sebago footwear and apparel, Harley-Davidson footwear and HyTest safety footwear.