ELIZABETH ARDEN INC - FORM 8-K - December 8, 2014

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):  December 3, 2014

 

ELIZABETH ARDEN, INC.

(Exact name of registrant as specified in its charter)


Florida

  

1-6370

  

59-0914138

(State or other jurisdiction of incorporation)

  

(Commission File Number)

  

(IRS Employer Identification No.)

2400 S.W. 145 Avenue, Miramar, Florida

  

33027

(Address of principal executive offices)

  

(Zip Code)

Registrant's telephone number, including area code:

  

(954) 364-6900


____________________________________________________
(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 (see General Instruction A.2.):

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

[  ] Soliciting material pursuant to Rule 14a-12(b) 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))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07   Submission of Matters to a Vote of Security Holders.


          At the 2014 annual meeting of shareholders (the "Annual Meeting") of Elizabeth Arden, Inc. (the "Company"), held on December 3, 2014, five proposals were submitted to and voted upon by the holders of the Company's (i) Common Stock, $.01 par value ("Common Stock") and (ii) Series A Serial Preferred Stock, $.01 par value ("Preferred Stock"). The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 24, 2014, as supplemented by Proxy Supplements filed on October 30, 2014, and November 20, 2014. There were 32,014,024 shares of Common Stock and 50,000 shares of Preferred Stock represented at the Annual Meeting, in person or by proxy, which represented 99.2% of the combined voting power of the Common Stock and Preferred Stock entitled to vote at the Annual Meeting. Holders of Common Stock were entitled to one vote per share held as of the close of business on October 3, 2014 (the "Record Date") and holders of Preferred Stock were entitled to 49 votes for each share held on the Record Date. The following is a summary of the final voting results for each matter presented:

1.

The vote on the election of directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal, was as follows:

   

Votes
For

  

Votes
Against

  

Abstentions

  

Broker Non-Votes

  

A. Salman Amin

  

27,218,595

  

349,279

  

2,720

  

4,443,430

  

E. Scott Beattie

  

26,935,904

  

458,214

  

176,476

  

4,443,430

  

Fred Berens

  

27,386,281

  

181,292

  

3,021

  

4,443,430

  

Maura J. Clark

  

27,374,935

  

88,714

  

106,945

  

4,443,430

  

Richard C. W. Mauran

  

26,482,106

  

981,846

  

106,642

  

4,443,430

  

William M. Tatham

  

27,389,837

  

177,220

  

3,537

  

4,443,430

  

2.

The vote on the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the Proxy Statement, was as follows:

Votes
For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

  

26,542,039

  

736,194

  

292,361

  

4,443,430

  

3.

The vote on the approval of the amendment to the Elizabeth Arden, Inc. 2010 Stock Award and Incentive Plan was as follows:

Votes
For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

  

26,813,724

  

751,768

  

5,102

  

4,443,430

  

4.

The vote on the approval of the Elizabeth Arden, Inc. 2014 Non-Employee Director Stock Award Plan was as follows:

Votes
For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

  

26,926,661

  

639,743

  

4,190

  

4,443,430

  

5.

The vote on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent public accountants for the fiscal year ending June 30, 2015, was as follows:

Votes
For

  

Votes
Against

  

Abstentions

  

Broker
Non-Votes

  

31,902,265

  

97,039

  

14,720

  

--

  

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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.

ELIZABETH ARDEN, INC.

Date:  December 8, 2014

/s/ Oscar E. Marina

Oscar E. Marina
Executive Vice President, General Counsel
and Secretary

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ELIZABETH ARDEN INC Reports