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ZQK > SEC Filings for ZQK > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for QUIKSILVER INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for QUIKSILVER INC


20-Mar-2013

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


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

(e) Approval of 2013 Performance Incentive Plan

At the 2013 Annual Meeting of Stockholders held March 19, 2013 (the "Annual Meeting"), the stockholders of Quiksilver, Inc. (the "Company") approved the Company's 2013 Performance Incentive Plan (the "2013 Plan"). The Board of Directors adopted the 2013 Plan on February 5, 2013, subject to stockholder approval at the Annual Meeting.

A description of the material terms of the 2013 Plan was included in the Company's definitive Proxy Statement, dated February 12, 2013 (the "2013 Proxy Statement"), filed with the Securities and Exchange Commission on February 11, 2013, under the caption "PROPOSAL 2 - APPROVAL OF THE QUIKSILVER, INC. 2013 PERFORMANCE INCENTIVE PLAN," beginning on page 14 of the 2013 Proxy Statement, which description is incorporated herein by reference. The foregoing description of the 2013 Plan is qualified in its entirety by reference to the actual terms of the 2013 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Approval of Amendments to the Employee Stock Purchase Plan

At the Annual Meeting, the stockholders of the Company also approved the amendment and restatement of the Company's Employee Stock Purchase Plan (the "ESPP") (i) increasing the aggregate number of shares reserved for purchase under the ESPP by 1,000,000 shares and (ii) extending the Company's ability to grant new awards under the ESPP until January 31, 2023. The Board of Directors adopted the amendments to the ESPP on February 5, 2013, subject to stockholder approval at the Annual Meeting.

A description of the material terms of the ESPP was included in the Company's definitive Proxy Statement, dated February 12, 2013 (the "2013 Proxy Statement"), filed with the Securities and Exchange Commission on February 11,
2013, under the caption "PROPOSAL 3 - APPROVAL OF AMENDMENT AND RESTATEMENT OF THE QUIKSILVER, INC. EMPLOYEE STOCK PURCHASE PLAN," beginning on page 23 of the 2013 Proxy Statement, which description is incorporated herein by reference. The foregoing description of the ESPP is qualified in its entirety by reference to the actual terms of the amended and restated ESPP, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Grant of RSUs

On March 19, 2013, pursuant to the terms of his employment agreement with the Company as previously disclosed, the Compensation Committee of the Company's Board of Directors granted Andrew P. Mooney, the Company's Chief Executive Officer and President, 1,200,000 restricted stock units (or "RSUs") pursuant to the 2013 Plan. The RSUs will vest if during any consecutive 30-day period the weighted average per share trading price of the Company's common stock (as reported on the New York Stock Exchange) equals or exceeds $12.50, however, if such threshold is achieved prior to the first anniversary of the grant date, the RSUs will not become vested until such first anniversary. The RSUs will vest on an accelerated


basis in the event of certain corporate transactions or a change in control pursuant to which the holders of the Company's common stock become entitled to receive per-share consideration having a value equal to or greater than $9.28. In the event of a corporate transaction or change in control resulting in per-share consideration less than such amount, the RSUs will only vest in the sole discretion of the board of directors. Vesting of the RSUs requires Mr. Mooney to remain in the Company's service through the vesting date, provided, however, that if his service terminates due to death, permanent disability, retirement, termination by the Company other than for misconduct, or termination by Mr. Mooney for Good Reason (as defined in his employment agreement), then he will retain the number of RSUs equal to the total number of RSUs granted multiplied by the number of whole months which have passed since the grant date, divided by 43, which RSUs will remain subject to vesting. The RSUs will terminate if they do not vest prior to November 1, 2016. This summary of the RSU grant to Mr. Mooney is not complete and reference should be made to the complete text of the Restricted Stock Unit Agreement, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.



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

The Annual Meeting was held on March 19, 2013. A total of 135,124,322 shares of the Company's common stock were present or represented by proxy at the meeting, representing more than 80% of the Company's shares outstanding as of the January 25, 2013 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of the proposals is set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on February 11, 2013:

Proposal 1 - Election of eight nominees to serve as directors until the next annual meeting and until their respective successors are elected and qualified. The final results of the votes taken were as follows:

                                   Votes For         Votes Against      Votes Withheld         Broker Non-Votes
William M. Barnum, Jr.             116,505,560            N/A                18,618,762                        0
Joseph F. Berardino                120,955,039            N/A                14,098,897                   70,386
James G. Ellis                     113,206,547            N/A                21,847,389                   70,386
M. Steven Langman                  118,670,552            N/A                16,383,384                   70,386
Robert B. McKnight                 117,927,922            N/A                17,126,014                   70,386
Robert L. Mettler                  120,233,658            N/A                14,820,278                   70,386
Andrew P. Mooney                   120,444,623            N/A                14,609,313                   70,386
Andrew W. Sweet                    118,657,907            N/A                16,396,029                   70,386




                                              Votes            Votes            Votes          Broker
                                               For            Against         Abstained       Non-Votes
Proposal 2 - Approval of Quiksilver,        120,126,060       12,834,461       2,093,415          70,386
Inc. 2013 Performance Incentive Plan
Proposal 3 - Amendment of Quiksilver,       134,458,026          445,842         150,068          70,386
Inc. Employee Stock Purchase Plan to
increase the aggregate number of shares
reserved for purchase under the plan by
1,000,000 shares and extend the
Company's ability to grant new awards
under the Plan until January 31, 2023.


Pursuant to the foregoing votes, the eight nominees listed above were elected to serve on the Company's Board of Directors and Proposals 2 and 3 were approved.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.       Exhibit Title or Description
10.1              Quiksilver, Inc. 2013 Performance Incentive Plan, together with
                  form Stock Option, Restricted Stock and Restricted Stock Unit
                  Agreements.

10.2              Quiksilver, Inc. Employee Stock Purchase Plan, as amended and
                  restated.

10.3              Restricted Stock Unit Agreement between Andrew P. Mooney and
                  Quiksilver, Inc. dated March 19, 2013.

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