Attached files

file filename
EX-3.1 - EX-3.1 - Kate Spade & Coa12-12211_3ex3d1.htm
EX-99.1 - EX-99.1 - Kate Spade & Coa12-12211_3ex99d1.htm

 

 

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): May 18, 2012 (May 14, 2012)

 

  FIFTH & PACIFIC COMPANIES, INC.  

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10689

 

13-2842791

(State or other Jurisdiction of
 Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1441 Broadway, New York, New York

 

10018

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 354-4900

 

 

Liz Claiborne, Inc.

 

 

(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 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

Effective May 14, 2012, Fifth & Pacific Companies, Inc. (the “Company”) completed its name change from Liz Claiborne, Inc. (“Liz”). The name change was effected through a short form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware by merging a wholly owned subsidiary of Liz into Liz, with Liz as the surviving corporation in the merger. The merger had the effect of amending the Liz Restated Certificate of Incorporation, as amended, to reflect the change in corporate name to Fifth & Pacific Companies, Inc.

 

The outstanding shares of the Company’s common stock were not affected by the change of name and continue to trade on the New York Stock Exchange; however, the CUSIP number changed to 316645100 and the new trading symbol for the common stock is FNP. A copy of the Certificate of Ownership and Merger is attached to this Report as Exhibit 3.1 and incorporated herein by reference thereto.

 

 

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

 

On May 15, 2012, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in North Bergen, New Jersey. Of the 101,775,155 shares of common stock outstanding and entitled to vote at the Annual Meeting as of March 20, 2012, the record date, the holders of record of 93,776,442 shares common stock were present, in person or by proxy, and entitled to vote at the Annual Meeting, constituting a quorum. The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the votes 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)  stockholders elected the following nominees to the Company’s Board of Directors, to serve until the 2013 annual meeting of stockholders or until their respective successors are duly elected and qualified:

 

 

 

Number of

 

Votes

 

Broker

 

Name

 

Shares Voted

 

For

 

Withheld

 

Abstain

 

Non-Votes

 

Bernard W. Aronson

 

83,013,002

 

77,489,058

 

5,523,944

 

34,193

 

10,729,247

 

Lawrence S. Benjamin

 

83,013,101

 

80,167,396

 

2,845,705

 

34,094

 

10,729,247

 

Raul J. Fernandez

 

83,011,888

 

79,934,342

 

3,077,546

 

35,307

 

10,729,247

 

Kenneth B. Gilman

 

83,008,598

 

82,391,157

 

617,441

 

38,597

 

10,729,247

 

Nancy J. Karch

 

83,011,228

 

71,264,628

 

11,746,600

 

35,967

 

10,729,247

 

Kenneth P. Kopelman

 

83,009,351

 

79,125,434

 

3,883,917

 

37,844

 

10,729,247

 

Kay Koplovitz

 

83,007,802

 

77,496,260

 

5,511,542

 

39,393

 

10,729,247

 

Arthur C. Martinez

 

83,011,632

 

71,763,405

 

11,248,227

 

35,563

 

10,729,247

 

William L. McComb

 

83,009,129

 

82,271,049

 

738,080

 

38,066

 

10,729,247

 

Doreen A. Toben

 

83,015,521

 

80,044,107

 

2,971,414

 

31,674

 

10,729,247

 

 

(ii)  stockholders approved the advisory (non-binding) resolution relating to executive compensation:

 

 

 

Votes

 

 

 

Number of Shares Voted

 

For

 

Withheld

 

Abstain

 

Broker Non-Votes

 

82,945,996

 

79,996,209

 

2,949,787

 

101,199

 

10,729,247

 

 

(iii) stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year:

 

 

 

Votes

 

 

 

Number of Shares Voted

 

For

 

Withheld

 

Abstain

 

Broker Non-Votes

 

93,681,021

 

93,132,390

 

548,631

 

95,421

 

0

 

 

and (iv) stockholders did not approve a stockholder proposal concerning stockholder action by written consent, as described in the Proxy Statement.

 

 

 

Votes

 

 

 

Number of Shares Voted

 

For

 

Withheld

 

Abstain

 

Broker Non-Votes

 

81,702,348

 

38,874,635

 

42,827,713

 

1,344,847

 

10,729,247

 

 



 

ITEM 8.01. OTHER EVENTS.

 

On May 15, 2012, the Company issued a Press Release announcing that its name was changed to Fifth & Pacific Companies, Inc. from Liz Claiborne, Inc. A copy of the Press Release is attached as Exhibit 99.1.

 

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)                                 Exhibits.

 

3.1

 

Certificate of Ownership and Merger Merging DSRT Holding Corporation into Liz Claiborne, Inc., dated May 14, 2012, filed herewith.

 

 

 

99.1

 

Press Release dated May 15, 2012.

 



 

SIGNATURE

 

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.

 

 

 

 

 

FIFTH & PACIFIC COMPANIES, INC.

 

 

 

 

 

 

 

 

Date: May 18, 2012

 

By:

/s/ Nicholas Rubino

 

 

Name:

Nicholas Rubino

 

 

Title:

Senior Vice President, Chief Legal Officer, General Counsel and Secretary

 



 

EXHIBIT LISTING

 

3.1

 

Certificate of Ownership and Merger Merging DSRT Holding Corporation into Liz Claiborne, Inc., dated May 14, 2012, filed herewith.

 

 

 

99.1

 

Press Release dated May 15, 2012.