eh1300871_8k.htm
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)       June 13, 2013
 
 
MOVADO GROUP, INC.
(Exact name of registrant as specified in its charter)
 
New York
(State or other jurisdiction of incorporation)
 
1-16497
13-2595932
(Commission File Number)
(I.R.S. Employer Identification No.)
 
650 From Road, Suite 375
Paramus, NJ
 
07652-3556
(Address of principal executive offices)
(Zip Code)
 
(201) 267-8000
(Registrant’s Telephone Number, Including Area Code)
 
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 Instruction A.2. below):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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.

(a) Annual Meeting. The 2013 Annual Meeting of Shareholders of the Company was held on June 13, 2013.

(b) Matters Voted Upon; Voting Results.  The following matters were submitted for a vote of the Company’s shareholders.

Matter One.   Election of Directors.     Each of the eight nominees listed below was elected a director of the Company to hold office until the next annual meeting of the shareholders and until his or her successor has been elected and qualified.
 
 
 
Nominee
Number
of Shares
Voted For
Number of
Shares
Withheld
Number of
Broker
Non-Votes
 
Margaret Hayes Adame
 
80,283,060
 
1,235,257
 
1,705,596
 
Richard J. Coté
 
 
 80,239,432
 
1,278,885
 
1,705,596
 
Efraim Grinberg
 
 
80,549,802
 
 
   968,515
 
 
1,705,596
 
                  
Alex Grinberg
 80,238,731 1,279,586
1,705,596
       
 
Alan H. Howard
 
 
80,352,613
 
1,165,704
 
1,705,596
 
Richard Isserman
 
 
81,181,079
 
  337,238
 
1,705,596
 
Nathan Leventhal
 
 
 81,107,151
 
  411,166
 
1,705,596
 
Maurice Reznik
 
 
 
 
81,180,079
 
 
  338,238
 
 
 
1,705,596
 
 
 
Matter Two.     Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2014.
  
Number of
Shares
Voted For
Number of
Shares
Voted Against
Number of
Shares
Abstaining
Number of
Broker
Non-Votes
 
82,629,364
 
592,618
 
1,931
 
---
 
 
 
 
 
Matter Three.     Adoption, on an advisory basis, of a resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Company’s 2013 Annual Meeting of Shareholders.
  
 
 
Number of
Shares
Voted For
 
Number of
Shares
Voted
Against
 
 
Number of
Shares
Abstaining
 
 
Number of
Broker
Non-Votes
 
80,500,814
 
328,204
 
689,299
 
1,705,596

 
Matter Four.     Approval of the performance-based provisions of the 1996 Stock Incentive Plan as amended and restated as of April 8, 2004 and as further amended and restated as of April 4, 2013.
  
 
 
Number of
Shares
Voted For
 
Number of
Shares
Voted
Against
 
 
Number of
Shares
Abstaining
 
 
Number of
Broker
Non-Votes
 
80,508,120
 
491,454
 
518,743
 
1,705,596
 
 
Matter Five.     Approval of the amended and restated Deferred Compensation Plan for Executives.
  
 
 
Number of
Shares
Voted For
 
Number of
Shares
Voted
Against
 
 
Number of
Shares
Abstaining
 
 
Number of
Broker
Non-Votes
 
80,934,837
 
53,862
 
529,618
 
1,705,596

 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated:  June 17, 2013
   
MOVADO GROUP, INC.
   
By: 
  
/s/ Timothy F. Michno
 
 
 
     
Name:  Timothy F. Michno
Title:    Ge                General Counsel