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, 2014
Jarden Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-13665 | 35-1828377 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1800 North Military Trail, Boca Raton, Florida | 33431 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (561) 447-2520
(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:
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 12, 2014, as previously announced, Al LeFevre was appointed as Executive Vice President - Finance and Chief Financial Officer of Jarden Corporation (the “Company”), and Ian G.H. Ashken ceased to be Chief Financial Officer of the Company. Mr. Ashken continues to serve as Vice Chairman and President of the Company.
Additional information regarding Mr. LeFevre may be found on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2014, which information is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) and (b)
On June 12, 2014, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting four proposals were submitted to, and approved by, the Company’s stockholders. Each proposal is described in more detail in the Company’s Proxy Statement. The final voting results for each proposal are set forth below.
| Voted For |
Withheld | Broker Non-Votes |
||||||||||
| Proposal 1 - The election of three Class III Directors for three-year terms expiring in 2017 |
||||||||||||
| Richard J. Heckmann |
110,481,025 | 3,930,113 | 5,556,990 | |||||||||
| Irwin D. Simon |
109,568,659 | 4,842,478 | 5,556,990 | |||||||||
| William J. Grant |
113,638,528 | 772,610 | 5,556,990 | |||||||||
| Voted For |
Voted Against |
Abstained | Broker Non-Votes |
|||||||||||||
| Proposal 2 - Proposal to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to declassify the Board of Directors |
114,088,447 | 62,275 | 260,415 | 5,556,990 | ||||||||||||
| Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2014 |
118,677,848 | 814,286 | 475,993 | — | ||||||||||||
| Proposal 4 - Advisory approval of the Company’s executive compensation |
63,247,395 | 50,468,221 | 695,521 | 5,556,990 | ||||||||||||
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.
Dated: June 13, 2014
| JARDEN CORPORATION | ||
| By: | /s/ John E. Capps | |
| Name: | John E. Capps | |
| Title: | Executive Vice President - Administration, General Counsel and Secretary | |