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): July 6, 2020 (June 30, 2020)
Vince Holding Corp.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-36212 |
75-3264870 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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500 5th Avenue – 20th Floor |
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10110 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 944-2600
Not Applicable
(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 Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.01 par value per share |
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VNCE |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On June 30, 2020, Vince Holding Corp. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). The proposals submitted to a stockholder vote at the Annual Meeting are described in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on June 11, 2020. The results of such stockholder vote are set forth below:
Proposal No. 1 – To elect three Class III directors to serve until the Company’s annual meeting of stockholders to be held in 2023 or until their respective successors are duly elected and qualified.
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Nominee |
For |
Withheld |
Broker Non-Vote |
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Jerome Griffith |
9,103,950 |
798,910 |
0 |
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Brendan Hoffman |
9,828,672 |
74,188 |
0 |
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Marc Leder |
9,815,093 |
87,767 |
0 |
Proposal No. 2 – Ratification of appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.
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For |
Against |
Abstain |
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9,884,304 |
18,556 |
0 |
Proposal No. 3 – Approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
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For |
Against |
Abstain |
Broker Non-Vote |
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9,482,676 |
419,668 |
516 |
0 |
Proposal No. 4 – Approval of an amendment to the Vince Holding Corp. 2013 Omnibus Incentive Plan to increase the maximum aggregate number of shares of the Company’s common stock with respect to which equity awards may be granted thereunder.
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For |
Against |
Abstain |
Broker Non-Vote |
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9,498,896 |
402,440 |
1,524 |
0 |
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 thereunto duly authorized.
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VINCE HOLDING CORP. |
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Date: July 6, 2020 |
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By: |
/s/ David Stefko |
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David Stefko |
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Executive Vice President, Chief Financial Officer |