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): July 19, 2011
KID BRANDS, INC.
(Exact name of registrant as specified in its charter)
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New Jersey |
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1-8681 |
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22-1815337 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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One Meadowlands Plaza, 8th
Floor, East Rutherford, New Jersey
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07073 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (201) 405-2400
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(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))
1
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 19, 2011, Kid Brands, Inc. (the Company) held its 2011 Annual Meeting of Shareholders
(the 2011 Meeting). There were 21,650,645 shares entitled to vote, and 19,773,330 shares present
(in person or by proxy), at the 2011 Meeting.
At the 2011 Meeting, the following items were voted upon: (1) the election of seven directors to
the Companys Board of Directors (the Board), each to serve until the next annual meeting of
shareholders and until his successor is elected and qualified; (2) the ratification of the
appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2011
calendar year; (3) a non-binding, advisory vote on the compensation of the Companys named
executive officers (the Say on Pay Vote); and (4) a non-binding, advisory vote with respect to
the frequency of future advisory votes on the compensation of the Companys named executive
officers (the Say on Frequency Vote). The voting results with respect to each of the foregoing
matters are described below.
1. Election of Directors. Each of the seven nominees listed below was elected, without
contest, as a member of the Board at the 2011 Meeting. The voting results for each of the
nominees for director were as follows:
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Broker |
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Nominee |
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For |
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Withheld |
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Abstain |
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Non-Votes |
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Raphael Benaroya |
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15,082,887 |
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2,643,365 |
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-0- |
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2,047,078 |
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Mario Ciampi |
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17,110,959 |
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615,293 |
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-0- |
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2,047,078 |
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Bruce Crain |
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16,813,886 |
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912,366 |
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-0- |
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2,047,078 |
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Frederick J. Horowitz |
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15,348,204 |
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2,378,048 |
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-0- |
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2,047,078 |
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Hugh Rovit |
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15,345,158 |
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2,381,094 |
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-0- |
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2,047,078 |
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Salvatore M. Salibello |
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15,342,008 |
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2,384,244 |
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-0- |
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2,047,078 |
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Michael Zimmerman |
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16,820,956 |
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905,296 |
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-0- |
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2,047,078 |
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2. Ratification of Appointment of Independent Registered Public Accounting Firm. The
appointment of KPMG LLP as the Companys independent registered public accounting firm for the year
ending December 31, 2011 was ratified based upon the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
19,684,109
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68,494
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20,727
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-0- |
3. Say on Pay Vote. The shareholders of the Company approved, on a non-binding, advisory
basis, the compensation paid to the Companys named executive officers, as disclosed pursuant to
Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation
tables and footnotes, and corresponding narrative discussion in the Proxy Statement for the 2011
Meeting, based upon the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
16,691,439
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247,423
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787,390
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2,047,078 |
4. Say on Frequency Vote. The shareholders of the Company approved, on a non-binding
advisory basis, a frequency of every year for future Say on Pay Votes, based upon the following
votes:
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3 Years |
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2 Years |
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1 Year |
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Abstain |
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Broker Non-Votes |
7,725,161
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520,435
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8,885,496
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595,160
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2,047,078 |
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.
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Date: July 25, 2011 |
KID BRANDS, INC.
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By: |
/s/ Marc S. Goldfarb
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Marc S. Goldfarb |
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Senior Vice President and
General Counsel |
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