Canada Goose Holdings Inc 6-K, filed Aug 15, 2022
Canada Goose Holdings Inc. (GOOS)
About this 6-K
Canada Goose Holdings Inc filed this 6-K on August 15, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2022
Commission File Number: 001-38027
CANADA GOOSE HOLDINGS INC.
(Translation of registrant’s name into English)
250 Bowie Ave
Toronto, Ontario, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Canada Goose Announces Election of Directors and Reappointment of Deloitte LLP as Auditor | |
| 99.2 | Canada Goose Holdings Inc. Report to Canadian Regulators on Voting Results | |
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.
| Canada Goose Holdings Inc. | ||||||
| By: | /s/ David Forrest | |||||
| Name: | David Forrest | |||||
| Tile: | General Counsel | |||||
| Date: August 15, 2022 | ||||||
Exhibit 99.1
Canada Goose announces Voting Results from its Annual and General Special
Meeting of Shareholders and an Amendment to its Omnibus Incentive Plan
Toronto, ON (August 15, 2022) – Canada Goose Holdings Inc. (“Canada Goose” or the “Company”) (NYSE:GOOS, TSX:GOOS) held its annual general and special meeting of shareholders (the “Meeting”) virtually on August 12, 2022 and announces today the voting results from the Meeting and an amendment to its omnibus incentive plan (as amended and restated, the “Omnibus Incentive Plan”).
Election of Directors
All the nominees for election as directors listed in the Company’s management information circular dated June 24, 2022 (the “Circular”) were elected by a majority of the votes cast by shareholders virtually present or represented by proxy at the meeting. The voting results for each nominee are as follows:
| Nominee |
Votes For | % | Votes Withheld | % | ||||||||||||
| Dani Reiss |
534,620,699 | 97.93 | % | 11,283,049 | 2.07 | % | ||||||||||
| Ryan Cotton |
536,171,583 | 98.22 | % | 9,732,165 | 1.78 | % | ||||||||||
| Joshua Bekenstein |
534,788,106 | 97.96 | % | 11,117,642 | 2.04 | % | ||||||||||
| Stephen Gunn |
544,945,587 | 99.82 | % | 960,161 | 0.18 | % | ||||||||||
| Jean-Marc Huët |
545,700,855 | 99.96 | % | 204,893 | 0.04 | % | ||||||||||
| John Davison |
545,699,228 | 99.96 | % | 206,520 | 0.04 | % | ||||||||||
| Maureen Chiquet |
545,422,479 | 99.91 | % | 483,269 | 0.09 | % | ||||||||||
| Jodi Butts |
539,955,372 | 98.91 | % | 5,950,376 | 1.09 | % | ||||||||||
| Michael D. Armstrong |
545,638,654 | 99.95 | % | 267,094 | 0.05 | % | ||||||||||
| Belinda Wong |
545,766,109 | 99.97 | % | 139,639 | 0.03 | % | ||||||||||
Appointment of Auditor
Furthermore, Deloitte LLP was reappointed as the Company’s auditor for the ensuing year. The voting results with respect to the reappointment of Deloitte LLP as the Company’s auditor are as follows:
| Votes For |
% | Votes Withheld | % | |||||||||
| 547,889,804 | 99.88 | % | 660,786 | 0.12 | % | |||||||
Amendment of the Company’s Omnibus Incentive Plan
The board of directors of the Company approved on June 24, 2022, the amendment and restatement of the Omnibus Incentive Plan to (i) replenish and increase the number of shares reserved for issuance under the Omnibus Incentive Plan by the addition of 5,266,699 subordinate voting shares of the Company (the “Subordinate Voting Shares”), representing 493,910 Subordinate Voting Shares on the account of the replenishment of the Omnibus Incentive Plan and 4,772,789 Subordinate Voting Shares on the account of the increase of the share reserve thereunder, such that the fixed maximum number of Subordinate Voting Shares reserved for issuance under the Omnibus Incentive Plan as at the effective date of the amendment to the Omnibus Incentive Plan would be equal to 9,373,129 Subordinate Voting Shares (representing approximately 8.9% of the shares outstanding as of the date of the Circular), plus any Subordinate Voting Shares underlying options governed by the Company’s December 2013 stock option plan which expired or are forfeited after March 13, 2017, being 643,412 Subordinate Voting Shares as of June 24, 2022 (the “Share Reserve”), and (ii) to limit the number of Subordinate Voting Shares reserved for issuance pursuant to the settlement of restricted share units granted under the Omnibus Incentive Plan to a number equal to 50% of the Share Reserve from time to time (collectively, the “Amendment”), subject to receipt of the approval of the Toronto Stock Exchange and shareholder approval. At the Meeting, shareholders were asked to consider, and if thought fit, to approve an ordinary resolution approving the Amendment. Shareholders of the Company present in person or represented by proxy at the Meeting voted as follows:
| Votes For |
% | Votes Against | % | |||||||||
| 530,539,146 | 97.18 | % | 15,382,103 | 2.82 | % | |||||||
About Canada Goose
Founded in 1957 in a small warehouse in Toronto, Canada, Canada Goose (NYSE:GOOS, TSX:GOOS) is a lifestyle brand and a leading manufacturer of performance luxury apparel. Every collection is informed by the rugged demands of the Arctic, ensuring a legacy of functionality is embedded in every product from parkas and rainwear to apparel and accessories. Canada Goose is inspired by relentless innovation and uncompromised craftsmanship, recognized as a leader for its Made in Canada commitment. In 2020, Canada Goose announced HUMANATURE, its purpose platform that unites its sustainability and values-based initiatives, reinforcing its commitment to keep the planet cold and the people on it warm. Canada Goose also owns Baffin, a Canadian designer and manufacturer of performance outdoor and industrial footwear. Visit www.canadagoose.com for more information.
For more information, please contact:
Investors:
IR@canadagoose.com
Media: media@canadagoose.com
Exhibit 99.2
| August 15, 2022 | VIA SEDAR |
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Financial and Consumer Services Commission of New Brunswick
Nova Scotia Securities Commission
The Office of the Superintendent Securities, Prince Edward Island
Office of the Superintendent of Securities, Newfoundland & Labrador
Office of the Yukon Superintendent of Securities
Northwest Territories Securities Office
Nunavut Securities Office
| Re: | CANADA GOOSE HOLDINGS INC. |
Report on Voting Results pursuant to Section 11.3 of National Instrument 51-102
Continuous Disclosure Obligations (“NI 51-102”)
Following the annual general and special meeting of the shareholders of Canada Goose Holdings Inc. (the “Company”) held virtually on August 12, 2022 (the “Meeting”), we hereby advise you, in accordance with Section 11.3 of NI 51-102, of the following voting results obtained at the Meeting.
| 1. | Election of Directors |
A ballot was conducted with respect to the election of directors. According to proxies received and ballots cast, the ten (10) nominees proposed by management of the Company were elected as directors of the Company, with the following results:
| Nominee |
Votes For | % | Votes Withheld |
% | ||||||||||||
| Dani Reiss |
534,620,699 | 97.93 | % | 11,283,049 | 2.07 | % | ||||||||||
| Ryan Cotton |
536,171,583 | 98.22 | % | 9,732,165 | 1.78 | % | ||||||||||
| Joshua Bekenstein |
534,788,106 | 97.96 | % | 11,117,642 | 2.04 | % | ||||||||||
| Stephen Gunn |
544,945,587 | 99.82 | % | 960,161 | 0.18 | % | ||||||||||
| Jean-Marc Huët |
545,700,855 | 99.96 | % | 204,893 | 0.04 | % | ||||||||||
| Nominee |
Votes For | % | Votes Withheld |
% | ||||||||||||
| John Davison |
545,699,228 | 99.96 | % | 206,520 | 0.04 | % | ||||||||||
| Maureen Chiquet |
545,422,479 | 99.91 | % | 483,269 | 0.09 | % | ||||||||||
| Jodi Butts |
539,955,372 | 98.91 | % | 5,950,376 | 1.09 | % | ||||||||||
| Michael D. Armstrong |
545,638,654 | 99.95 | % | 267,094 | 0.05 | % | ||||||||||
| Belinda Wong |
545,766,109 | 99.97 | % | 139,639 | 0.03 | % | ||||||||||
| 2. | Appointment of Deloitte LLP as Auditor |
A ballot was conducted with respect to the appointment of Deloitte LLP as the Company’s auditor and authorizing the directors of the Company to fix the remuneration of the auditor. According to proxies received and ballots cast, Deloitte LLP was appointed as the Company’s auditor and the directors were authorized to fix the remuneration of the auditor, with the following results:
| Votes For |
% | Votes Withheld |
% | |||||||||
| 547,889,804 | 99.88 | % | 660,786 | 0.12 | % | |||||||
| 3. | Amendment of the Company’s Omnibus Incentive Plan |
A ballot was conducted with respect to an ordinary resolution (the “Plan Resolution”) of the shareholders approving an amendment to the Company’s omnibus incentive plan (as amended and restated, the “Omnibus Incentive Plan”) to (i) replenish and increase the number of shares reserved for issuance under the Omnibus Incentive Plan by the addition of 5,266,699 subordinate voting shares of the Company (the “Subordinate Voting Shares”), representing 493,910 Subordinate Voting Shares on the account of the replenishment of the Omnibus Incentive Plan and 4,772,789 Subordinate Voting Shares on the account of the increase of the share reserve thereunder, such that the fixed maximum number of Subordinate Voting Shares reserved for issuance under the Omnibus Incentive Plan as at the effective date of the amendment to the Omnibus Incentive Plan would be equal to 9,373,129 Subordinate Voting Shares, plus any Subordinate Voting Shares underlying options governed by the Company’s December 2013 stock option plan which expired or are forfeited after March 13, 2017, being 643,412 Subordinate Voting Shares as of June 24, 2022 (the “Share Reserve”), and (ii) to limit the number of Subordinate Voting Shares reserved for issuance pursuant to the settlement of restricted share units granted under the Omnibus Incentive Plan to a number equal to 50% of the Share Reserve from time to time, subject to approval by the Toronto Stock Exchange. According to proxies received and ballots cast, the Plan Resolution was approved by the shareholders of the Company, with the following results:
| Votes For |
% | Votes Against |
% | |||||||||
| 530,539,146 |
97.18 | % | 15,382,103 | 2.82 | % | |||||||
DATED this 15th day of August, 2022.
| CANADA GOOSE HOLDINGS INC. |
| (s) David Forrest |
|
|
| David Forrest |
| General Counsel |