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GIII > SEC Filings for GIII > Form 8-K on 12-Jun-2014All Recent SEC Filings

Show all filings for G III APPAREL GROUP LTD /DE/

Form 8-K for G III APPAREL GROUP LTD /DE/


12-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to


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

(e) On June 10, 2014, the Compensation Committee of the Board of Directors of G-III Apparel Group, Ltd. (the "Company") approved an increase in the base salary of Wayne Miller, the Company's Chief Operating Officer, from $500,000 to $750,000 per annum, effective July 1, 2014.



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

The Company held its Annual Meeting of Stockholders on June 10, 2014. A total of 20,028,430 shares were represented in person or by proxy at the 2014 Annual Meeting of Stockholders and the Company's stockholders took the following actions:

Proposal No. 1: Election of Directors

The Company's stockholders elected each of the eleven nominees for director to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified based on the following votes:

Name                   Votes For        Votes Withheld       Broker Non-Votes

Morris Goldfarb         17,994,248              823,297              1,210,885

Sammy Aaron             17,854,601              962,944              1,210,885

Thomas J. Brosig        18,309,047              508,498              1,210,885

Alan Feller             18,397,586              419,959              1,210,885

Jeffrey Goldfarb        17,855,627              961,918              1,210,885

Jeanette Nostra         15,199,731            3,617,814              1,210,885

Laura Pomerantz         18,446,868              370,677              1,210,885

Allen Sirkin            18,526,023              291,522              1,210,885

Willem van Bokhorst     18,161,562              655,983              1,210,885

Cheryl Vitali           18,594,353              223,192              1,210,885

Richard White           18,130,630              686,915              1,210,885

Proposal No. 2: Proposed Amendments to the Performance-Based Bonus Provisions in the Employment Agreement with Morris Goldfarb

The Company's stockholders approved the proposed amendments to the performance-based bonus provisions in the employment agreement with Morris Goldfarb by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes

18,693,396 103,660 20,489 1,210,885

Proposal No. 3: Proposed Amendments to the Performance-Based Bonus Provisions in the Employment Agreement with Sammy Aaron

The Company's stockholders approved the proposed amendments to the performance-based bonus provisions in the employment agreement with Sammy Aaron by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes

18,676,049 105,411 36,085 1,210,885

Proposal No. 4: Advisory Vote on Compensation of the Company's Named Executive Officers

The Company's stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes

15,479,411 3,317,311 20,823 1,210,885

The Company's Board of Directors and Compensation Committee will consider the results of this advisory vote in making future decisions on named executive officer compensation.

Proposal No. 5: Ratification of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015 based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes

19,499,205 501,837 27,388 1,210,885

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