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

THE TIMBERLAND COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE		1-9548		02-0312554
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Domain Drive, Stratham, NH		03885
(Address of principal executive offices)		(Zip Code)

(603) 772-9500

     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 (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

 

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

     The Timberland Company (the “Company”) held its 2011 Annual Meeting of Stockholders on May 26, 2011 (the “Annual Meeting”). As previously disclosed in our Proxy Statement filed with the Securities and Exchange Commission on April 12, 2011, three members of the Company’s Board of Directors, Ian W. Diery, John A. Fitzsimmons and Virginia H. Kent, did not stand for re-election.

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

     At the Annual Meeting, the stockholders elected all of the Company’s nominees for director, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement and approved, on an advisory basis, holding future advisory votes on executive compensation each year. The results of the voting with respect to each item are listed below.

          (1) Election of Directors:

               (A) Directors elected by Class A shares:

		Votes For				Votes Withheld				Non-Votes
Terdema L. Ussery, II			33,539,266				175,715				3,567,043
Peter R. Moore			32,540,266				1,174,715				3,567,043
Edward W. Moneypenny			32,537,769				1,177,212				3,567,043

               (B) Directors elected by Class A and Class B shares:

		Votes For				Votes Withheld				Non-Votes
Sidney W. Swartz			139,029,429				369,442				3,567,043
Jeffrey B. Swartz			139,229,078				169,793				3,567,043
Catherine E. Buggeln			139,183,262				215,609				3,567,043
André J. Hawaux			139,210,976				187,895				3,567,043
Kenneth T. Lombard			138,224,216				1,174,655				3,567,043
Bill Shore			139,221,908				176,963				3,567,043
Carden N. Welsh			139,082,426				316,445				3,567,043

          (2) Ratification of Deloitte & Touche LLP:

Votes For			142,593,094
Votes Against			355,386
Votes Abstaining			17,434
Non-Votes			0

(3)

Approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

Votes For			136,556,603
Votes Against			2,805,063
Votes Abstaining			37,205
Non-Votes			3,567,043

(4)

Approval, on an advisory basis, of the frequency with which future advisory votes on executive compensation should be held:

1 Year			135,962,913
2 Years			194,935
3 Years			3,217,379
Votes Abstaining			23,644
Non-Votes			3,567,043

     Based on the voting results in Item 4 immediately above, which aligned with the Board’s recommendation on this matter, the Company’s Board of Directors has determined that an advisory vote on executive compensation will be held every year until the next required vote on the frequency of advisory votes on executive compensation, which will be in six years.

Item 8.01 Other Events.

     On May 26, 2011, the Board of Directors of the Company authorized the repurchase of up to an additional 5,000,000 shares of the Company’s Class A Common Stock. This authorization supplements the Company’s current 6,000,000 share repurchase authorization, of which approximately 2,897,437 shares remained available for repurchase as of April 1, 2011. Under the Company’s share repurchase program, share repurchases may be conducted from time to time, at the discretion of management, and as market and business conditions may warrant. The Company may use Rule 10b5-1 plans to facilitate share repurchases.

SIGNATURES

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