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SGC > SEC Filings for SGC > Form 8-K on 7-May-2013All Recent SEC Filings

Show all filings for SUPERIOR UNIFORM GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SUPERIOR UNIFORM GROUP INC


7-May-2013

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


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

As noted under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Shareholders of Superior Uniform Group, Inc. (the "Company") held on May 2, 2013 (the "Annual Meeting"), the Company's shareholders approved the Superior Uniform Group, Inc. 2013 Incentive Stock and Awards Plan (the "Plan"). The Company's Board of Directors previously approved the Plan on January 31, 2013, subject to shareholder approval. A summary of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 14, 2013 under the heading "Vote on the Superior Uniform Group, Inc. 2013 Incentive Stock and Awards Plan (Proposal
5)" and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On May 2, 2013, the Company's Board of Directors approved the following forms of award agreements to be used under the Plan: the Superior Uniform Group, Inc. Incentive Stock Option Agreement With Vesting Provisions filed as Exhibit 10.2 hereto; Superior Uniform Group, Inc. Stock Appreciation Rights Agreement filed as Exhibit 10.3 hereto; Superior Uniform Group, Inc. Non-Qualified Stock Option Grant For Outside Directors filed as Exhibit 10.4 hereto; and the Superior Uniform Group, Inc. Incentive Stock Option Agreement With Vesting Provisions filed as Exhibit 10.5.



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

On May 2, 2013, the Company held its Annual Meeting, at which the Company's shareholders:

? elected five directors to serve until the 2014 Annual Meeting of Shareholders and until their respective successors are duly elected or appointed and qualified;

? ratified the appointment of Grant Thornton LLP as the Company's independent auditors for the year ending December 31, 2013;

? approved, on an advisory basis, the compensation of the Company's named executive officers;

? approved, on an advisory basis, that the preferred frequency of the advisory vote on the compensation of the Company's named executive officers should be held once every three years; and

? approved the Plan.

Of the 6,121,790 shares outstanding and entitled to vote at the Annual Meeting, 6,010,188 shares were present at the meeting, in person or by proxy. The voting results were as follows:


Proposal 1 Election of Directors:




Nominee              For       Against    Abstain   Broker-Non-Votes

Sidney Kirschner   5,071,813   178,815     3,136        756,424

Michael Benstock   5,202,397    31,231    20,136        756,424

Alan D. Schwartz   4,569,412   665,716    18,636        756,424

Robin Hensley      5,205,723    45,241     2,800        756,424

Paul Mellini       5,089,806   161,156     2,802        756,424

Proposal 2 Ratification of Grant Thornton LLP as auditors for 2013:

For Against Abstain Broker-Non-Votes

5,994,901 10,967 4,320 -

Proposal 3 Approval, on an advisory basis, of the compensation of the Company's named executive officers:

For Against Abstain Broker-Non-Votes

5,177,853 63,625 12,286 756,424

Proposal 4 Approval, on an advisory basis, of whether the preferred frequency of an advisory vote on the compensation of the Company's named executive officers should be every year, every two years, or every three years:

1 Year 2 Years 3 Years Abstain Broker-Non-Votes

2,092,779 49,513 3,089,741 21,730 756,425

Proposal 5 Approval of the Superior Uniform Group, Inc. 2013 Incentive Stock and Awards Plan:

For Against Abstain Broker-Non-Votes

3,233,203 2,008,694 11,866 756,425




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description
No.

10.1 Superior Uniform Group, Inc. 2013 Incentive Stock and Awards Plan
10.2 Superior Uniform Group, Inc. Incentive Stock Option Agreement With Vesting Provisions
10.3 Superior Uniform Group, Inc. Stock Appreciation Rights Agreement
10.4 Superior Uniform Group, Inc. Non-Qualified Stock Option Grant For Outside Directors
10.5 Superior Uniform Group, Inc. Incentive Stock Option Agreement With Vesting Provisions


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