Form 8-K 2015-04-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 22, 2015
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WOLVERINE WORLD WIDE, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware | | 001-06024 | | 38-1185150 |
(State or other jurisdiction of incorporation) | | (Commissoin File Number) | | (IRS Employer Identification No.) |
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9341 Courtland Drive N.E., Rockford, Michigan | | 49351 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (616) 866-5500
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 22, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved three proposals. The proposals voted upon at the Annual Meeting and the final results of the stockholder vote on each proposal were as follows:
Item 1: Election of Directors for Terms Expiring in 2018
The stockholders 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 stockholders to be held in 2018 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:
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Name of Candidate | | For | | Authority Withheld | | Broker Non-Votes |
Roxane Divol | | 88,885,090 | | 562,189 | | 6,428,202 |
Joseph R. Gromek | | 88,749,709 | | 697,570 | | 6,428,202 |
Brenda J. Lauderback | | 88,262,624 | | 1,184,655 | | 6,428,202 |
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015. The following sets forth the results of the voting with respect to this proposal:
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For | | Against | | Abstentions |
94,282,575 | | 1,553,111 | | 39,795 |
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.
Item 3: Advisory Resolution to Approve Executive Compensation
The stockholders 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:
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For | | Against | | Abstentions | | Broker Non-Votes |
88,117,710 | | 1,156,722 | | 172,847 | | 6,428,202 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: | April 27, 2015 | WOLVERINE WORLD WIDE, INC. (Registrant) |
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| | /s/ Brendan M. Gibbons |
| | Brendan M. Gibbons |
| | Vice President, General Counsel and Secretary |