UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of Earliest Event Reported): June 11, 2019 (June 7, 2019)

 

SEQUENTIAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37656   47-4452789
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

601 West 26th Street, 9th Floor, New York, New York 10001

(Address of Principal Executive Offices/Zip Code)

 

(646) 564-2577

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share SQBG Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 
 

 

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

 

The annual meeting of the stockholders of Sequential Brands Group, Inc. (the “Company”) was held on June 7, 2019. The stockholders of the Company voted as follows on the matters set forth below.

 

1.        Election of Three Class II Directors. The following nominees for director were elected to serve terms expiring at the annual meeting of stockholders in 2022, based on the following votes:

 

                Broker  
Names   For   Against   Abstain   Non-Votes  
Rodney Cohen   43,167,140   363,893   22,297   14,190,176  
Stewart Leonard, Jr.   43,169,072   362,529   21,729   14,190,176

Gary Johnson   41,822,592   1,708,536   22,202   14,190,176  

 

2.        Ratification of the Appointment of CohnReznick LLP. The appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for 2019 was ratified, based on the following votes:

 

              Broker  
  For   Against   Abstain   Non-Votes  
  56,148,529   1,550,555   44,422   -  

 

3.       Advisory Approval of the Compensation of the Company’s Named Executive Officers. The stockholders approved the advisory vote on the compensation of the Company’s Named Executive Officers, based on the following votes:

 

              Broker  
  For   Against   Abstain   Non-Votes  
  28,718,930   14,786,942   47,458   14,190,176  

 

4.       Advisory Approval of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers. The stockholders voted, on an advisory basis, to hold an advisory vote to approve compensation of the Company’s Named Executive Officers every year, based on the following votes:

 

                  Broker  
  1 Year   2 Years   3 Years   Abstain   Non-Votes  
  43,359,637   36,018   77,127   80,548   14,190,176  

 

In line with this recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of an executive compensation vote.

 

5.        Stockholder proposal to implement a majority voting standard in our governance documents if properly presented at the meeting. The stockholder proposal was not approved, based on the following votes:

 

              Broker  
  For   Against   Abstain   Non-Votes  
  16,102,215   27,265,944   185,171   14,190,176  

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Sequential Brands Group, Inc.
     
Date: June 11, 2019 By: /s/ Peter Lops  
  Name: Peter Lops
  Title: Chief Financial Officer