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CODI > SEC Filings for CODI > Form 8-K on 30-May-2013All Recent SEC Filings

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Form 8-K for COMPASS DIVERSIFIED HOLDINGS


30-May-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On May 29, 2013, Compass Diversified Holdings (the "Trust") and Compass Group Diversified Holdings LLC (the "Company") (NYSE: CODI) (collectively "CODI") held their 2013 Annual Meeting of Shareholders (the "Annual Meeting"), at the Delamar Southport, 275 Old Post Road, Southport, Connecticut 06890. A total of 48,300,000 shares of the Company's common stock were entitled to vote as of April 11, 2013, the record date for the Annual Meeting. There were 41,771,490 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as Class I directors of
the Company to hold office for a three-year term, ending at the 2016 Annual
Meeting, the shareholders voted as set forth in the table below:



                                    For       Withheld   Broker Non-Vote
             Harold S. Edwards   24,401,220   209,625      17,160,645
             Mark H. Lazarus     24,408,263   202,582      17,160,645

Based on the votes set forth above, Messrs. Edwards and Lazarus were duly elected to serve as Class I directors of the Company for a three-year term, ending at the 2016 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation ("Say-on-Pay")

With respect to the non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement, the shareholders voted as set forth in the table below:

For Against Abstain Broker Non-Vote 23,150,727 1,236,509 223,609 17,160,645

Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.

Proposal 3. Ratification of Selection of Independent Auditor

The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2013 received the following votes:

For Against Abstain 41,400,804 173,114 197,572

Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2013 fiscal year was duly ratified by the shareholders.


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