On June 7, 2012, Black Diamond, Inc. (the "Company" or "Black Diamond") entered into a Share Transfer Agreement (the "Agreement") to acquire POC Sweden AB ("POC"), a Stockholm-based developer and manufacturer of protective gear for action sports athletes (the "POC Acquisition").

Pursuant to the terms of the Agreement, by and among Black Diamond, Ember Scandinavia AB, a Swedish corporation and wholly owned subsidiary of Black Diamond, and the shareholders of POC, Black Diamond will acquire POC for up to 311.5 million Swedish Kronor ("SEK") or approximately $43.5 million, less certain transaction costs as calculated pursuant to the Agreement. At closing, Black Diamond will deliver approximately 460,000 shares of its common stock and approximately $40.0 million in cash, depending upon the SEK and dollar exchange rate at closing.

The common stock to be issued to POC's shareholders at closing is subject to a lock-up agreement restricting sales for two years and will be pledged to Black Diamond as security for indemnification claims under the Agreement.

POC's shareholders have made customary representations, warranties and covenants in the Agreement, including among others (i) regarding their respective ownership of POC's shares as well as POC's operations, subsidiaries and financial condition, and (ii) to conduct POC's and its subsidiaries' businesses in the ordinary course during the period between the execution of the Agreement and the closing of the POC Acquisition. Black Diamond's obligation to consummate the POC Acquisition is subject to customary closing conditions, including the absence of any law or order prohibiting the completion of the POC Acquisition. The Agreement further provides Black Diamond with the right, among other rights, to terminate the Agreement in the event that there is any (i) Material Adverse Change (as defined in the Agreement) on POC's or its subsidiaries' businesses, assets, properties, condition (financial or otherwise), liabilities or results of operations, taken as a whole; (ii) material breach of the accuracy of the representations and warranties of POC's shareholders; (iii) material breach by POC's shareholders of their respective covenants; or (iv) condition not satisfied prior to closing.

No assurances can be given that the POC Acquisition will be consummated or, if such acquisition is consummated, as to the final terms of the Agreement. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K (the "Report") and is incorporated herein by reference.

(a) On June 8, 2011, Black Diamond held its 2012 Annual Meeting of Stockholders (the "Meeting"). Of the 30,680,984 shares of common stock entitled to vote at the Meeting, 27,670,055 shares of common stock were present in person or by proxy and entitled to vote, representing approximately 90.2% of the Company's outstanding shares of common stock.

(b) At the Meeting, the Company's stockholders: (i) approved the re-election of each of the following seven director nominees standing for re-election: Warren B. Kanders, Robert R. Schiller, Peter Metcalf, Donald L. House, Nicholas Sokolow, Michael Henning and Philip N. Duff; and (ii) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. Each proposal is described in more detail in the Company's Proxy Statement.

The voting results for each proposal are set forth below:

Proposal 1 - To elect seven members to serve on the Company's Board of Directors until the next annual meeting of stockholders and until their successors are duly elected and qualified:

                                              Broker
       Name        Votes For  Votes Withheld Non-Votes
Warren B. Kanders  23,518,098    733,667     3,418,290
Robert R. Schiller 22,788,249   1,463,516    3,418,290
Peter Metcalf      23,775,807    475,958     3,418,290
Donald L. House    23,793,158    458,607     3,418,290
Nicholas Sokolow   23,272,834    978,931     3,418,290
Michael Henning    24,082,217    169,548     3,418,290
Philip N. Duff     24,071,255    180,540     3,418,290

Proposal 2 - To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012:

Broker Votes For Votes Against Abstained Non-Votes 27,249,809 415,960 4,286 0

(d) Exhibits. The following Exhibit is filed herewith as a part of this Report:

Exhibit       Description


10.1          Share Transfer Agreement dated June 7, 2012, by and among Black
              Diamond, Inc., Ember Scandinavia AB, and the shareholders of POC
              Sweden AB.