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SKUL > SEC Filings for SKUL > Form 8-K on 19-Jun-2012All Recent SEC Filings

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Form 8-K for SKULLCANDY, INC.


19-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Se


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On June 19, 2012, Clarke Miyasaki, the Vice President, Global Business Development of Skullcandy, Inc. (the "Company"), announced his resignation from the Company to pursue other career opportunities. Mr. Miyasaki will continue on with the Company until June 30, 2012 in order to assist with an orderly transition.

On June 19, 2012, the Company appointed Mr. Brent Wilkins as Vice President, Global Business Development. Mr. Wilkins joined the Company in May 2012. From October 2010 through May 2012, Mr. Wilkins served as Managing Director at HTC America, a designer and manufacturer of mobile devices. From June 2001 through October 2009, Mr. Wilkins served as Managing Director at Cantor Fitzgerald LP, a global financial services firm. Mr. Wilkins holds a B.S. from East Carolina University and an M.B.A. from the University of North Carolina at Greensboro.



Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Company held its 2012 Annual Meeting of Stockholders on June 15, 2012 (the "Annual Meeting").

(b) The final results of the voting for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

Item 1 - Election of Directors

Stockholders elected the following nominees for director to serve a three-year
term expiring at the Company's 2015 annual meeting of stockholders and until his
or her successor is elected and qualified, or until his or her earlier
resignation, removal or death.



                                                                          Broker Non-
       Name             Votes For        Votes Against       Abstain         Votes
       Jeff Kearl        18,626,024           2,180,193             0        3,376,976
       Jeremy Andrus     19,037,976           1,768,241             0        3,376,976

Item 2 - Ratification of Selection of Independent Registered Public Accountants

Stockholders ratified the selection of Ernst & Young LLP as the Company's
independent registered public accountants for the fiscal year ending
December 31, 2012. No Broker Non-Votes resulted from the vote on this proposal.



                             For:         24,056,183
                             Against:         26,335
                             Abstain:        100,675

Item 3 - Advisory Vote to Approve the Compensation of the Company's Named
Executive Officers (the "Say- on-Pay Vote")

Stockholders approved the Say-on-Pay Vote.



                         For:                  20,634,578
                         Against:                 154,267
                         Abstain:                  17,372
                         Broker Non-Votes:      3,376,976


Item 4 - Advisory Vote to Approve the Frequency of Future Say-on-Pay Votes

Stockholders approved one year as the frequency of future Say-on-Pay Votes.



                         For:                  20,231,598
                         Against:                 574,619
                         Abstain:                   1,809
                         Broker Non-Votes:      3,376,976

Item 5 - Approval of the Amended and Restated Skullcandy, Inc. 2011 Incentive
Award Plan

Stockholders approved the Amended and Restated Skullcandy, Inc. 2011 Incentive
Award Plan.



                         For:                  19,740,640
                         Against:               1,047,103
                         Abstain:                  18,474
                         Broker Non-Votes:      3,376,976

No other matters were submitted for stockholder action.

(c) Not applicable.

(d) Following the Annual Meeting, based on its recommendation in the Company's Proxy Statement filed on April 30, 2012 and the stockholders' approval of one year as the frequency of future Say-on-Pay Votes, the Company's Board of Directors determined that it will hold future Say-on-Pay Votes on an annual basis.


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