Attached files
file | filename |
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EX-3.1 - EX-3.1 - Kate Spade & Co | a12-12211_3ex3d1.htm |
EX-99.1 - EX-99.1 - Kate Spade & Co | a12-12211_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 |
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1-10689 |
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13-2842791 |
(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1441 Broadway, New York, New York |
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10018 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (212) 354-4900
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Liz Claiborne, Inc. |
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(Former name or former address, if changed since last report.) |
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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 Companys 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 Companys 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 Companys Board of Directors, to serve until the 2013 annual meeting of stockholders or until their respective successors are duly elected and qualified:
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Number of |
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Votes |
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Broker |
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Name |
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Shares Voted |
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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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Bernard W. Aronson |
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83,013,002 |
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77,489,058 |
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5,523,944 |
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34,193 |
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10,729,247 |
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Lawrence S. Benjamin |
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83,013,101 |
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80,167,396 |
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2,845,705 |
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34,094 |
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10,729,247 |
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Raul J. Fernandez |
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83,011,888 |
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79,934,342 |
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3,077,546 |
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35,307 |
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10,729,247 |
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Kenneth B. Gilman |
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83,008,598 |
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82,391,157 |
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617,441 |
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38,597 |
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10,729,247 |
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Nancy J. Karch |
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83,011,228 |
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71,264,628 |
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11,746,600 |
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35,967 |
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10,729,247 |
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Kenneth P. Kopelman |
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83,009,351 |
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79,125,434 |
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3,883,917 |
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37,844 |
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10,729,247 |
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Kay Koplovitz |
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83,007,802 |
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77,496,260 |
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5,511,542 |
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39,393 |
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10,729,247 |
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Arthur C. Martinez |
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83,011,632 |
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71,763,405 |
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11,248,227 |
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35,563 |
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10,729,247 |
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William L. McComb |
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83,009,129 |
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82,271,049 |
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738,080 |
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38,066 |
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10,729,247 |
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Doreen A. Toben |
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83,015,521 |
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80,044,107 |
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2,971,414 |
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31,674 |
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10,729,247 |
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(ii) stockholders approved the advisory (non-binding) resolution relating to executive compensation:
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Votes |
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Number of Shares Voted |
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For |
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Withheld |
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Abstain |
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Broker Non-Votes |
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82,945,996 |
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79,996,209 |
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2,949,787 |
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101,199 |
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10,729,247 |
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(iii) stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the 2012 fiscal year:
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Votes |
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Number of Shares Voted |
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For |
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Withheld |
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Abstain |
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Broker Non-Votes |
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93,681,021 |
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93,132,390 |
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548,631 |
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95,421 |
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0 |
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and (iv) stockholders did not approve a stockholder proposal concerning stockholder action by written consent, as described in the Proxy Statement.
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Votes |
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Number of Shares Voted |
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For |
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Withheld |
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Abstain |
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Broker Non-Votes |
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81,702,348 |
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38,874,635 |
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42,827,713 |
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1,344,847 |
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10,729,247 |
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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 |
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Certificate of Ownership and Merger Merging DSRT Holding Corporation into Liz Claiborne, Inc., dated May 14, 2012, filed herewith. |
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99.1 |
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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.
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FIFTH & PACIFIC COMPANIES, INC. |
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Date: May 18, 2012 |
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By: |
/s/ Nicholas Rubino |
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Name: |
Nicholas Rubino |
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Title: |
Senior Vice President, Chief Legal Officer, General Counsel and Secretary |
EXHIBIT LISTING
3.1 |
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Certificate of Ownership and Merger Merging DSRT Holding Corporation into Liz Claiborne, Inc., dated May 14, 2012, filed herewith. |
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99.1 |
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Press Release dated May 15, 2012. |