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CSS > SEC Filings for CSS > Form 8-K on 5-Aug-2013All Recent SEC Filings

Show all filings for CSS INDUSTRIES INC

Form 8-K for CSS INDUSTRIES INC


5-Aug-2013

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


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

At our Annual Meeting of the Stockholders held on July 30, 2013, our stockholders approved our 2013 Equity Compensation Plan (the "2013 Plan"). Based on such approval, the 2013 Plan became effective on July 30, 2013. The 2013 Plan is described in the Proxy Statement for our 2013 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 20, 2013 (beginning on page 5), and such description is incorporated herein by reference.

On July 30, 2013, our stockholders also re-approved our Management Incentive Program (the "MIP"). We sought stockholder re-approval of the MIP so that the Human Resources Committee (the "Committee") of our Board of Directors ("Board") would continue to have the ability to grant incentive compensation awards under the MIP that qualify for the performance-based compensation exemption under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and, therefore, qualify for exemption from the $1,000,000 deduction limit under
Section 162(m) of the Code.

As a result of re-approval of the MIP by our stockholders, the awards under the MIP that were granted by the Committee on March 19, 2013, subject to re-approval of the MIP by the stockholders of the Company (the "Conditional Awards"), have now received the required stockholder approval. The Conditional Awards are intended to qualify as "qualified performance-based compensation" under
Section 162(m) of the Code. The Conditional Awards granted to our named executive officers are described on pages 17 and 18 of the Proxy Statement for our 2013 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 20, 2013, and such description is incorporated herein by reference.



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

At our Annual Meeting of Stockholders held on July 30, 2013, the following five matters were submitted to a vote of our stockholders: (1) election of a Board of seven directors; (2) a proposal to approve our 2013 Equity Compensation Plan;
(3) a proposal to re-approve our Management Incentive Program; (4) a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2014; and (5) a proposal to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2013.

Each of the nominees for election to our Board was elected to serve on our Board until our 2014 Annual Meeting of Stockholders and until the election and qualification of their respective successors. The results of the vote on the election of directors are shown in the table below.

                                                                  BROKER NON-
           NOMINEE NAME                FOR         WITHHELD          VOTES
           Scott A. Beaumont         8,282,825       149,843           576,821
           James H. Bromley          8,078,435       354,233           576,821
           Robert E. Chappell        8,342,489        90,179           576,821
           Jack Farber               8,234,507       198,161           576,821
           Elam M. Hitchner, III     8,174,674       257,994           576,821
           Rebecca C. Matthias       8,158,353       274,315           576,821
           Christopher J. Munyan     8,266,548       166,120           576,821


Our stockholders voted to approve our 2013 Equity Compensation Plan. The results of the vote were as follows:

                                                      BROKER NON-
                       FOR       AGAINST    ABSTAIN      VOTES
                    7,346,632   1,073,618   12,418      576,821

Our stockholders voted to re-approve our Management Incentive Program. The results of the vote were as follows:

                                                     BROKER NON-
                        FOR      AGAINST   ABSTAIN      VOTES
                     8,248,246   172,579   11,842      576,822

Our stockholders voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2014. The results of the vote were as follows:

                                                     BROKER NON-
                        FOR      AGAINST   ABSTAIN      VOTES
                     8,912,528   64,056    32,905        -

Our stockholders voted to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2013. The results of the vote were as follows:

                                                     BROKER NON-
                        FOR      AGAINST   ABSTAIN      VOTES
                     8,219,015   204,049    9,602      576,823


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