UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 12, 2023 (
(Exact Name of Registrant as Specified in Charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on October 10, 2023, G-III Apparel Group, Ltd. (the “Company” or “G-III”) held its Special Meeting of Stockholders (the “2023 Special Meeting”). At the 2023 Special Meeting, the Company’s stockholders approved the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”). The 2023 Plan was previously approved by the Company’s Board of Directors, subject to stockholder approval, and became effective as of such stockholder approval. A description of the material features of the 2023 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 11, 2023 (the “Proxy Statement”) under the heading “Proposal No. 1 – Approval of 2023 Long-Term Incentive Plan,” which is incorporated herein by reference. The description of the 2023 Plan incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Plan, a copy of which was filed as Appendix A to the Proxy Statement and is hereby incorporated by reference as Exhibit 10.1 to this Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 10, 2023, G-III held its 2023 Special Meeting. A total of 39,569,597 shares of the Company’s common stock were represented at the 2023 Special Meeting, representing approximately 86.5% of the shares entitled to vote at the 2023 Special Meeting, which constituted a quorum to conduct business at the 2023 Special Meeting. At the 2023 Special Meeting, the Company’s stockholders considered and voted on the following matter:
Proposal No. 1: Approval of the Company’s 2023 Long-Term Incentive Plan
The Company’s stockholders approved the 2023 Plan, as presented in Proposal No. 1 in the Proxy Statement, based on the following votes:
Votes For | Votes Against | Abstentions |
35,620,820 | 3,902,661 | 46,116 |
As Proposal No. 1 was approved, there was no need to consider Proposal No. 2, a vote to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal No. 1.
Item 9.01 Financial Statements and Exhibits.
None.
None.
None.
10.1 |
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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EXHIBIT INDEX
Exhibit |
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10.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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 hereunto duly authorized.
G-III APPAREL GROUP, LTD. | ||
Date: October 12, 2023 | ||
By: | /s/ Neal S. Nackman | |
Name: | Neal S. Nackman | |
Title: | Chief Financial Officer | |
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