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4-Traders Homepage  >  Equities  >  Nyse  >  Kate Spade & Co    KATE

Delayed Quote. Delayed  - 05/31 09:43:44 pm
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KATE SPADE & CO : Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/25/2016 | 11:03pm CEST

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

As previously disclosed in the definitive proxy statement filed on April 8, 2016 with the Securities and Exchange Commission relating to the 2016 annual meeting of shareholders (the "Proxy Statement") of Kate Spade & Company (the "Company"), the Company proposed that its shareholders amend the Company's Certificate of Incorporation (as amended, supplemented and restated prior to the 2016 Annual Meeting, the "Certificate of Incorporation") and the Company's By-Laws (as amended, supplemented and restated prior to the 2016 Annual Meeting, the "By-Laws") to permit eligible shareholders to nominate candidates for election to the Company's Board of Directors in accordance with procedures providing for proxy access and to modify the advance notice window for Director nominations made by shareholders and to amend the Certificate of Incorporation to remove language providing that Directors may only be removed by the Company's shareholders "for cause". On May 19, 2016, the Company held its 2016 annual meeting of shareholders (the "2016 Annual Meeting"), at which shareholders affirmatively determined to so amend the Certificate of Incorporation and By-Laws. Accordingly, the Company's Certificate of Incorporation and By-Laws have been amended to permit eligible shareholders to nominate candidates for election to the Company's Board of Directors in accordance with procedures providing for proxy access and to modify the advance notice window for Director nominations made by shareholders, effective as of May 19, 2016. Additionally, the Company's Certificate of Incorporation has been amended to remove language providing that Directors may only be removed by the Company's shareholders "for cause", effective as of May 19, 2016.

The amendments to the Certificate of Incorporation and the By-Laws are more fully described in the Proxy Statement. The foregoing summaries of the amendments to the Certificate of Incorporation and the By-Laws are qualified in their entirety by reference to the text of the Certificate of Amendment to the Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3(a) and is incorporated herein by reference, and the text of the By-Laws as amended and restated through May 19, 2016, a copy of which is attached hereto as Exhibit 3(b).

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 25, 2016, the Company entered into Restricted Stock Unit ("RSU") Grant Certificates ("RSU Grant Certificates") and Performance Stock Unit ("PSU") Grant Certificates ("PSU Grant Certificates") with each of its current executive officers pursuant to the provisions of and in accordance with the Company's 2013 Stock Incentive Plan (the "Plan").

Under the RSU Grant Certificates, each grantee was granted a specified number of RSUs vesting 50% on the second anniversary and 50% on the third anniversary of the grant date, subject to forfeiture in the event the grantee's employment is terminated prior to vesting and further subject to accelerated vesting in certain circumstances as provided in the RSU Grant Certificate. Upon vesting, each RSU will be converted into one share of the Company's common stock. No grantee has any rights as a stockholder with respect to the RSUs, including, without limitation, voting or dividend rights.

Under the PSU Grant Certificates, each grantee was granted a target number of PSUs. No PSUs will vest unless the Company achieves a specified amount of Adjusted Operating Income (as defined in the PSU Grant Certificate) for a designated fiscal year and the number of PSUs that vest will be determined based on the Company's achievement of Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin Percentage (as defined in the PSU Grant Certificate) over a specified multi-year performance period against pre-determined performance levels. The final number of PSUs that vest, if any, is adjusted by a TSR Modifier (as defined in the PSU Grant Certificate) based on Company total shareholder return as compared to the total shareholder return of the companies in the S&P Midcap 400 index and is subject to forfeiture in the event the grantee's employment is terminated prior to vesting and further subject to accelerated vesting in certain circumstances as provided in the PSU Grant Certificate. No grantee has any rights as a stockholder with respect to the PSUs, including, without limitation, voting or dividend rights.

Copies of the form of RSU Grant Certificate and the PSU Grant Certificate are attached hereto, respectively, as Exhibits 10.1 and 10.2.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The information set forth under Item 3.03 above is hereby incorporated by reference into this Item 5.03.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 19, 2016, the Company held its 2016 Annual Meeting in North Bergen, New Jersey. Of the 127,978,345 shares of Common Stock outstanding and entitled to vote at the 2016 Annual Meeting as of March 21, 2016, the record date, the holders of record of 122,508,475 shares Common Stock were present, in person or by proxy, and entitled to vote at the 2016 Annual Meeting, constituting a quorum. The matters considered and voted on by the Company's shareholders at the 2016 Annual Meeting and the vote cast for or withheld, the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:

(i) shareholders elected the following nominees to the Company's Board of Directors, to serve until the 2017 annual meeting of shareholders or until their respective successors are duly elected and qualified:



                        Number of                   Votes                  Broker
Name                   Shares Voted       For        Against    Abstain   Non-Votes
Lawrence S. Benjamin   114,385,182    112,971,210   1,342,908   71,064    8,123,293
Raul J. Fernandez      114,385,182    112,752,688   1,560,500   71,994    8,123,293
Kenneth B. Gilman      114,385,182    113,051,594   1,262,773   70,815    8,123,293
Nancy J. Karch         114,385,182    114,046,177    268,762    70,243    8,123,293
Kenneth P. Kopelman    114,385,182    114,042,261    271,455    71,466    8,123,293
Craig A. Leavitt       114,385,182    114,179,740    134,142    71,300    8,123,293
Deborah J. Lloyd       114,385,182    113,984,355    331,863    68,964    8,123,293
Douglas Mack           114,385,182    114,111,010    56,104     218,068   8,123,293
Jan Singer             114,385,182    112,925,773   1,243,815   215,594   8,123,293
Doreen A. Toben        114,385,182    112,931,088   1,233,175   220,919   8,123,293

(ii) shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement:



                                            Votes
     Number of Shares Voted       For        Against    Abstain   Broker Non-Votes
          114,385,182         112,227,880   1,542,693   614,609      8,123,293



--------------------------------------------------------------------------------




(iii) shareholders ratified the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the 2016 fiscal
year:



                                      Votes
Number of Shares Voted       For       Against   Abstain
     122,508,475         121,669,064   734,146   105,265



(iv) shareholders approved an amendment to the Company's Restated Certificate of Incorporation and an amendment and restatement of the Company's By-laws to permit eligible shareholders to nominate candidates for election to the Company's Board of Directors in accordance with procedures providing for proxy access:



                                            Votes
     Number of Shares Voted      For        Against     Abstain   Broker Non-Votes
          114,385,182         93,457,942   20,842,061   85,179       8,123,293



(v) shareholders approved an amendment to the Company's Restated Certificate of Incorporation and an amendment to the Company's By-laws to modify the advance notice window for Director nominations made by shareholders:



                                            Votes
     Number of Shares Voted       For        Against    Abstain   Broker Non-Votes
          114,385,182         108,553,193   5,745,106   86,883       8,123,293



(vi) shareholders approved an amendment to the Company's Restated Certificate of Incorporation to remove language providing that Directors may only be removed by the Company's shareholders "for cause":



                                      Votes
Number of Shares Voted       For       Against   Abstain
     122,508,475         122,018,609   360,405   129,461



(vii) shareholders rejected the shareholder proposal regarding proxy access as described in the Proxy Statement:



                                            Votes
     Number of Shares Voted      For        Against     Abstain   Broker Non-Votes
          114,385,182         25,741,504   88,382,474   261,204      8,123,293

ITEM 9.01. FINCANCIAL STATEMENTS AND EXHIBITS.



(d) Exhibits



Exhibit No.  Description
Exhibit 3(a) Certificate of Amendment to the Restated Certificate of Incorporation
             of Kate Spade & Company

Exhibit 3(b) By-Laws of Kate Spade & Company, as amended and restated through

             May 19, 2016

Exhibit 10.1 Form of Restricted Stock Unit Grant Certificate Exhibit 10.2 Form of Performance Share Unit Award Grant Certificate

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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