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

 

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, 2014, Hampshire Group, Limited (the “Company”) held its annual meeting of stockholders to: (i) elect five 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; and (iii) ratify the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. At the annual meeting, 7,958,422 shares of the Company’s common stock were present, either in person or by proxy, and entitled to vote, constituting 93.90% 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 five 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; and

 

the appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 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

7,293,096

45,582

 

619,744

Bobby Melnick

7,293,096

45,582

 

619,744

Robert C. Siegel

6,433,672

905,006

 

619,744

Frank Tworecke

7,293,096

45,582

 

619,744

Benjamin C. Yogel

6,421,739

916,939

 

619,744

 

 

For

Against

Broker

Non-votes

Abstain

Approval of Compensation of

Named Executive Officers

7,302,858

35,620

 

619,744

200

 

 

 

For

Against

Broker

Non-votes

Abstain

 

Ratification of Elliott Davis, LLC’s appointment

7,957,776

582

 

0

64

 

In 2013, the Board of Directors 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.

 

Following the annual meeting of stockholders, the Board reelected Mr. Paul Buxbaum to serve as Chairman of the Board and reelected Benjamin C. Yogel to serve as Lead Director.

 

 

 

  

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/ Trey A. Darwin

 

 

 

Name: Trey A. Darwin

 

 

 

Title:   Vice President and Chief Financial  Officer

 

 

 

 

 

 

 

Dated: June 13, 2014