United states
SECURITIES AND EXCHANGE COMMISSION
WashingtonD.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): November 16, 2016
ETHAN ALLEN INTERIORS INC.
(Exact name of registrant as specified in its charter)
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Delaware |
1-11692 |
06-1275288 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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Ethan Allen Drive Danbury, CT |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (203) 743-8000
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Not Applicable |
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(Former name or former address, if changed since last report) |
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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))
INFORMATION TO BE INCLUDED IN Report
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As described in item 5.07 of this Current Report on Form 8-K, at the November 16, 2016 Annual Meeting of Stockholders (the “Annual Meeting”) held by Ethan Allen Interiors Inc. (the “Company”) in Danbury, CT, the Company’s stockholders voted on the approval of amendments to the Company’s By-laws and Certificate of Incorporation (“COI”). The amendments were approved by the requisite voting percentages of stockholders.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting on November 16, 2016. Set forth below are the final voting results for each of the proposals submitted to stockholders.
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1. Election of Directors |
Votes For |
Votes Against |
Abstaintions |
Broker Non-Votes |
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M. Farooq Kathwari |
25,170,982 | 345,134 | 40,860 | 1,100,738 | ||||||||||||
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James B. Carlson |
25,325,175 | 172,078 | 59,723 | 1,100,738 | ||||||||||||
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John J. Dooner, Jr. |
25,323,493 | 177,933 | 55,550 | 1,100,738 | ||||||||||||
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Domenick J. Esposito |
25,325,046 | 176,065 | 54,865 | 1,100,738 | ||||||||||||
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Mary Garrett |
25,490,566 | 13,809 | 52,601 | 1,100,738 | ||||||||||||
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James W. Schmotter |
25,328,639 | 171,059 | 57,278 | 1,100,738 | ||||||||||||
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Tara I. Stacom |
25,336,167 | 166,603 | 54,206 | 1,100,738 | ||||||||||||
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Proposal |
Votes For |
Votes Against |
Abstaintions |
Broker Non-Votes |
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2. By-law Amendments for Director Nominations |
24,828,219 | 676,794 | 51,963 | 1,100,738 | ||||||||||||
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3. By-law Amendments for "Proxy Access" |
23,461,414 | 2,031,860 | 63,702 | 1,100,738 | ||||||||||||
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4. By-law Amendments for Majority Voting |
25,471,779 | 65,424 | 19,773 | 1,100,738 | ||||||||||||
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5. COI / By-law Amendments for Director Removal |
26,472,802 | 50,901 | 134,011 | - | ||||||||||||
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6. Say on Pay |
24,465,846 | 1,020,947 | 70,183 | 1,100,738 | ||||||||||||
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7. Ratify Auditors |
26,462,424 | 118,676 | 76,604 | - | ||||||||||||
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
See Index to Exhibits attached hereto
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ETHAN ALLEN INTERIORS INC. |
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Date: November 18,2016 |
By: |
/s/ Eric D. Koster |
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Eric D. Koster |
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Vice President, General Counsel & Secretary |
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EXHIBIT INDEX |
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Exhibit Number |
Exhibit Description |
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3(a) |
Amended and Restated Certificate of Incorporation of Ethan Allen Interiors Inc. dated as of November 16, 2016 |
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3(d) |
Amended and Restated Bylaws of Ethan Allen Interiors Inc. dated as of November 16, 2016 |