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Quotes & Info
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| ZQK > SEC Filings for ZQK > Form 8-K on 20-Mar-2013 | All Recent SEC Filings |
20-Mar-2013
Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu
(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
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.
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(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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