UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

Amendment No. 1

 

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 24, 2011

 

STEINWAY MUSICAL INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-11911

 

35-1910745

(State or other jurisdiction
 of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

800 South Street, Suite 305, Waltham, Massachusetts 02453

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

(781) 894-9770

 

N/A

(Former name or former address, if changed since last report)

 

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:

 

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 5.07                                       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

In the Proxy Statement provided to stockholders in connection with Steinway Musical Instruments, Inc.’s (the “Company”) Annual Meeting of Stockholders, held on June 24, 2011 (the “Annual Meeting”), the Board of Directors (the “Board”) recommended that stockholders vote, on an advisory (non-binding) basis, in favor of a triennial frequency (every three years) for future “say-on-pay” votes. Say-on-pay votes are periodic advisory (non-binding) stockholder votes to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement, and are required under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

At the Annual Meeting, a majority of the shares cast on the matter voted in favor of an annual frequency for say-on-pay votes. After consideration of these voting results and other factors, on July 18, 2011 the Board approved an annual frequency for future say-on-pay votes. As a result, the Company plans to conduct a say-on-pay vote each year through 2017, when the next stockholder vote on the frequency of say-on-pay votes is required under the Exchange Act, or until the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.

 

The results of the stockholder votes at the Annual Meeting were disclosed by the Company on a Current Report on Form 8-K filed on June 28, 2011 (the “Original Report”). This Current Report on Form 8-K/A amends the Original Report solely for the purpose of disclosing the Board’s decision on the frequency of future say-on-pay votes.

 

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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.

 

 

Date: July 21, 2011

STEINWAY MUSICAL INSTRUMENTS, INC.

 

 

 

By:

/s/ Dana D. Messina

 

 

 

 

Name:

Dana D. Messina

 

Title:

President and Chief Executive Officer

 

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