ctrc_current_folio_8K_12_31_18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 31, 2018

 

Centric Brands Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

 

 

 

0-18926

11-2928178

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

 

350 5th Avenue, 6th Floor, New York, New York

10118

(Address of Principal Executive Offices)

(Zip Code)

 

(646) 582-6000

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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. 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))

 

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.

 

 

 

 

 

 

 

 

 


 

 

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

 

Results of Annual Meeting of Stockholders

 

On December 11, 2018,  Centric Brands Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission its definitive proxy statement for the Company’s 2018 annual meeting of stockholders held on December 31, 2018 (the “Annual Meeting”).  

 

The Board of Directors fixed the close of business on November 7, 2018 as the record date for identifying those stockholders entitled to notice of, and to vote, at the Annual Meeting.  On December 13, 2018, the notice of Annual Meeting, definitive proxy statement and proxy card for the Annual Meeting were first mailed to stockholders along with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.  On December 31, 2018, the Company conducted its Annual Meeting and all proposals were approved pursuant to the applicable voting standard for each proposal as described in the Company’s definitive proxy statement.

 

On December 31, 2018,  53,207,296 shares were represented in person or by proxy at the Annual Meeting, which reflected approximately 91.6% of total shares outstanding.  The vote totals on the proposals were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. Election of eight directors to serve on the Board of Directors until the 2019 Annual Meeting of Stockholders or until their respective successors are elected and qualified.

 

For

 

Withheld

 

Broker

Non-Votes

 

 

 

 

 

 

 

William Sweedler

 

47,270,044

 

8,124

 

5,929,128

Matthew Eby

 

47,190,520

 

87,648

 

5,929,128

Randall Kessler

 

47,269,894

 

8,274

 

5,929,128

Glenn Krevlin

 

47,276,784

 

1,348

 

5,929,128

Walter McLallen

 

47,249,610

 

28,558

 

5,929,128

Robert Petrini

 

47,269,878

 

8,290

 

5,929,128

Jason Rabin

 

47,270,036

 

8,132

 

5,929,128

Kent Savage

 

47,276,773

 

1,395

 

5,929,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

2. Proposal to ratify the appointment of CohnReznick LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2018.

 

53,198,288

 

8,171

 

837

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 


 

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 thereunto duly authorized.

 

 

 

 

 

 

CENTRIC BRANDS INC.

Date:  January 3, 2019

By:

/s/ Anurup Pruthi

 

 

Anurup Pruthi

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

2