8-K
MOVADO GROUP INC (MOV)
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): June 23, 2022
| MOVADO GROUP, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| new york | 1-16497 | 13-2595932 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 650 FROM ROAD, SUITE 375<br><br> <br>PARAMUS, new jersey 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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | MOV | 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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
(a) Annual Meeting. The 2022 Annual Meeting of Shareholders of the Company was held on June 23, 2022.
(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<br><br> <br>of<br><br> <br>Votes For | Number of<br><br> <br>Votes<br><br> <br>Withheld | Number of<br><br> <br>Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| Peter A. Bridgman | 77,721,888 | 412,703 | 1,100,039 |
| Alex Grinberg | 77,480,610 | 653,981 | 1,100,039 |
| Efraim Grinberg | 77,880,486 | 254,105 | 1,100,039 |
| Alan H. Howard | 75,333,759 | 2,800,832 | 1,100,039 |
| Richard Isserman | 77,889,490 | 245,101 | 1,100,039 |
| Ann Kirschner | 76,363,162 | 1,771,429 | 1,100,039 |
| Maya Peterson | 78,088,416 | 46,175 | 1,100,039 |
| Stephen Sadove | 76,888,660 | 1,245,931 | 1,100,039 |
Matter Two. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023.
| Number<br><br> <br>of<br><br> <br>Votes For | Number of<br><br> <br>Votes<br><br> <br>Against | Number of<br><br> <br>Votes<br><br> <br>Abstaining | Number of<br><br> <br>Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 79,038,126 | 176,558 | 19,946 | - |
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 2022 Annual Meeting of Shareholders.
| Number<br><br> <br>of<br><br> <br>Votes For | Number of<br><br> <br>Votes<br><br> <br>Against | Number of<br><br> <br>Votes<br><br> <br>Abstaining | Number of<br><br> <br>Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 67,309,043 | 10,766,512 | 59,036 | 1,100,039 |
Matter Four. Approval of the amendment and restatement of the Deferred Compensation Plan for Executives.
| Number<br><br> <br>of<br><br> <br>Votes For | Number of<br><br> <br>Votes<br><br> <br>Against | Number of<br><br> <br>Votes<br><br> <br>Abstaining | Number of<br><br> <br>Broker<br><br> <br>Non-Votes |
|---|---|---|---|
| 77,865,167 | 196,333 | 73,091 | 1,100,039 |
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: July 5, 2022
| MOVADO GROUP, INC. | |
|---|---|
| By: | /s/ Mitchell C. Sussis |
| Name: | Mitchell C. Sussis |
| Title: | Senior Vice President and General Counsel |