Attached files

file filename
EX-99 - EXHIBIT 99.1 - HAMPSHIRE GROUP LTDhamp20130617_8kex99-1.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): June 12, 2013

 

HAMPSHIRE GROUP, LIMITED

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

000-20201

(Commission File Number)

06-0967107

(I.R.S. Employer

Identification No.)

 

 

114 W. 41st Street, New York, New York

(Address of principal executive offices)

10036

(Zip code)

 

 

(864) 231-1200

(Registrant’s telephone number including area code)

 

Not applicable

(Former name and 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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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.

 

On June 12, 2013, Hampshire Group, Limited (the “Company”) held its annual meeting of stockholders to: (i) elect directors to the Company’s Board of Directors (the “Board”); (ii) hold a non-binding advisory vote on the compensation of the Company’s named executive officers; (iii) hold a non-binding advisory vote to determine the frequency of future advisory votes on the compensation of the Company’s named executive officers; and (iv) ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. 6,898,555 shares of the Company’s common stock entitled to vote at the annual meeting were present at the annual meeting, either in person or by proxy, constituting 92.32% of the shares of the Company’s common stock entitled to vote. The results of the voting on the matters presented at the annual meeting were as follows:

 

 

the six directors listed below were elected to the Board;

 

the compensation of the Company’s named executive officers was approved on an advisory and non-binding basis;

 

every year was selected as the frequency of future advisory votes on the compensation of the Company’s named executive officers on an advisory and non-binding basis; and

 

the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified.

 

The following table shows the results of the voting on each matter:

 

 

For

Withheld

Broker

Non-votes

Election of Directors:

     
       

Paul M. Buxbaum

6,479,622

178,782

240,151

Peter H. Woodward

4,352,190

2,306,214   

240,151

Robert C. Siegel

6,038,388

620,016

240,151

Benjamin C. Yogel

6,269,753

388,651

240,151

Bobby Melnick

6,479,622

178,782

240,151

Frank Tworecke

6,654,704

    3,700

240,151

 

 

For

Against

Broker

Non-votes

Abstain

Approval of Compensation of Named Executive Officers

6,630,521

25,345

240,151

2,538

 

 

 

Every

Year

Every Two

Years

Every Three

Years

Broker

Non-Votes

Abstain

Frequency of Future Advisory Votes on Compensation of Named Executive Officers

6,377,056

300

281,048

240,151

0

 

 

For

Against

Broker

Non-votes

Abstain

Ratification of Elliott Davis, LLC’s appointment

6,898,355

0

0

200

 

The Company has determined that the Company will include a non-binding advisory stockholder vote on the compensation of named executive officers in its proxy materials every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.

 

 
2

 

 

Following the annual meeting of stockholders, the Board elected Mr. Paul Buxbaum, current President and Chief Executive Officer, to also serve as the Company’s Chairman of the Board. He has been President and Chief Executive Officer since January 2013 and member of the Company’s Board since 2011. Additionally, Mr. Benjamin Yogel was elected to serve as Lead Director. He has been a member of the Company’s Board since 2011.

 

Item 9.01.  Financial Statements and Exhibits.

 

Exhibit No.

Description

 

 

99.1

Press Release of the Hampshire Group, Limited dated June 17, 2013.

           

 
3

 

  

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.

 

 

HAMPSHIRE GROUP, LIMITED

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paul M. Buxbaum

 

 

 

Name: Paul M. Buxbaum

 

 

 

Title:   Chairman of the Board, President

            and Chief Executive Officer

 

 

 

Dated: June 17, 2013

 

 
4

 

 

Exhibit No.

Description

 

 

99.1

Press Release of the Hampshire Group, Limited dated June 17, 2013.

             

 

 

5