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CROX > SEC Filings for CROX > Form 8-K on 18-Jun-2013All Recent SEC Filings

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Form 8-K for CROCS, INC.


18-Jun-2013

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


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

On June 13, 2013, the Board of Directors of Crocs, Inc. (the "Company") approved and adopted the Crocs, Inc. Change in Control Plan (the "Plan") for eligible employees of the Company. The participants in the Plan will include the Company's executive officers.

Under the Plan, upon a Change in Control (as defined in the Plan), the participants will be entitled to the following benefits:

full vesting of any time-vested equity awards held by the participant, and

vesting at the target performance level of any performance-based equity awards held by the participant.

Under the Plan, if a Change in Control occurs and the participant's employment is terminated by the Company without Cause (as defined in the Plan) or the participant resigns from the Company for Good Reason (as defined in the Plan) within the two-year period following the Change in Control, the participant will be entitled to the following payments and benefits:

for the Company's Chief Executive Officer three times and for the other executive officers up to two times the sum of (i) the participant's annual base salary in effect on the date immediately prior to the Change in Control and
(ii) the greater of (x) the participant's target annual bonus for the year in which the Change in Control occurs and (y) the average annual bonus payments actually made to the participant in the three years prior to the year in which the Change in Control occurs, with the multiple for other participant's determined by the Compensation Committee,

for the Company's Chief Executive Officer (regardless of age) and the other executive officers who are age 55 or over, payment by the Company of the employer and employee premiums for continued health coverage for the executive and his/her covered dependents until the executive becomes eligible to enroll in Medicare Part A or until the executive becomes eligible for coverage under a subsequent employer's health plan, and

payment by the Company of the employer and employee premiums for continued health coverage for non-executive officer participants and executive officers under age 55 and their covered dependents for the shorter of 18 months following cessation of employment and the period for which the individuals are eligible for and elect such coverage.

The foregoing summary of the Plan is qualified in its entirety by reference to the complete text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.




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

The 2013 Annual Meeting of Stockholders of the Company was held on June 12, 2013 in Boulder, Colorado. The results of the matters submitted to a vote of the stockholders at the meeting were as follows:

(a) The nominees for election as Class II directors to serve until the annual meeting of stockholders to be held in 2016 and thereafter until their successors are duly elected and qualified, were elected based upon the following votes:

                                    Votes        Broker
Name of Nominee      Votes For     Withheld    Non-Votes
Raymond D. Croghan   44,667,671   17,626,484   14,237,029
Peter A. Jacobi      60,770,785    1,523,370   14,237,029
Doreen A. Wright     60,770,638    1,523,517   14,237,029

(b) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013 was approved based on the following votes:

              Votes      Votes
Votes For    Against   Abstaining
75,986,773   498,447       45,964

(c) The proposal regarding the advisory vote to approve the compensation of the Company's named executive officers was approved based on the following votes:

              Votes      Votes        Broker
Votes For    Against   Abstaining   Non-Votes
61,913,832   292,935       87,388   14,237,029



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Crocs, Inc. Change in Control Plan


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