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LCUT > SEC Filings for LCUT > Form 8-K on 15-Jun-2012All Recent SEC Filings

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Form 8-K for LIFETIME BRANDS, INC


15-Jun-2012

Submission of Matters to a Vote of Security Holders, Financial Statements an


Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2012, Lifetime Brands, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). A summary of matters voted upon by the stockholders at the Annual Meeting is set forth below.

Proposal 1: Election of Directors

Nine directors were elected to serve on the Board of Directors of the Company to hold office until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified, based on the following votes:

                                                 BROKER
                            FOR      WITHHELD   NON-VOTES
Jeffrey Siegel           8,487,062   588,657    2,042,107
Ronald Shiftan           8,360,392   715,327    2,042,107
Craig Phillips           8,740,871   334,848    2,042,107
David E. R. Dangoor      8,788,672   287,047    2,042,107
Michael Jeary            8,536,116   539,603    2,042,107
John Koegel              8,344,053   731,666    2,042,107
Cherrie Nanninga         8,156,437   919,282    2,042,107
William U. Westerfield   8,486,748   588,971    2,042,107
Michael J. Regan         8,860,935   214,784    2,042,107

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants

The appointment of Ernst & Young LLP as the Company's independent registered public accountant firm for the fiscal year ending December 31, 2012 was ratified based on the following votes:

                                    BROKER
     FOR       AGAINST   ABSTAIN   NON-VOTES
  10,591,843   512,430   13,553        -

Proposal 3: Amendment to the Company's 2000 Long-Term Incentive Plan

The stockholders of the Company approved an amendment to the Company's 2000 Long-Term Incentive Plan to increase the number of shares of the Company's common stock available for grant under the plan to 4,200,000 shares based on the following votes:

                                     BROKER
     FOR       AGAINST    ABSTAIN   NON-VOTES
  7,698,889   1,365,975   10,855        -

A copy of the 2000 Long-Term Incentive Plan, as amended, is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Proposal 4: Re-approval of Performance Criteria under the Company's 2000 Long-Term Incentive Plan

The stockholders of the Company re-approved the performance criteria which may be utilized in establishing specific targets to be attained as a condition to the vesting of one or more stock-based awards under the Company's 2000 Long-Term Incentive Plan so as to qualify the compensation attributable to those awards as performance-based compensation under Section 162(m) of the Internal Revenue Code (the "Code") based on the following votes:

                                     BROKER
     FOR       AGAINST    ABSTAIN   NON-VOTES
  8,001,064   1,057,806   16,849        -


Proposal 5: Re-Approval of Performance Criteria under the Company's 2000 Incentive Bonus Compensation Plan

The stockholders of the Company re-approved the performance criteria which has been and may continue to be utilized under the Company's 2000 Incentive Bonus Compensation plan so as to qualify the payment of certain cash bonuses as performance based compensation under Section 162(m) of the Code based on the following votes:

                                   BROKER
     FOR      AGAINST   ABSTAIN   NON-VOTES
  8,531,531   527,789   16,399        -

A copy of the 2000 Incentive Bonus Compensation Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Lifetime Brands, Inc. 2000 Long-Term Incentive Plan, as amended.
10.2 Lifetime Brands, Inc. 2000 Incentive Bonus Compensation Plan.


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