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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 7, 2011
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-18183
(Commission File Number)
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41-1590959
(IRS Employer
Identification No.) |
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512 Seventh Avenue
New York, New York
(Address of principal executive offices)
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10018
(Zip Code) |
Registrant’s telephone number, including area code: (212) 403-0500
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of G-III Apparel Group, Ltd. (the “Company”) held on
June 7, 2011, the Company’s stockholders approved an amendment to the Company’s Certificate of
Incorporation to increase the total number of authorized shares of the Company’s common stock from
40,000,000 shares to 80,000,000 shares. The increase in the number of authorized shares of the
Company’s common stock was effected pursuant to a Certificate of Amendment of Certificate of
Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of
Delaware on June 7, 2011 and was effective as of such date. A copy of the Certificate of Amendment
is attached as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of the Company held on June 7, 2011, the following
proposals were voted on and approved by the Company’s stockholders with the stockholders having
voted as set forth below:
Proposal 1 — the election of nine directors to serve on the Company’s Board of Directors to serve
until the next Annual Meeting of Stockholders or until their respective successors shall have been
duly elected and qualified:
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| Directors |
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For |
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Withheld |
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Broker Non-Votes |
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Morris Goldfarb |
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15,985,616 |
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2,435,809 |
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770,310 |
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Sammy Aaron |
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17,499,227 |
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922,198 |
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770,310 |
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Thomas J. Brosig |
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17,728,549 |
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692,876 |
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770,310 |
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Alan Feller |
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17,941,151 |
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480,274 |
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770,310 |
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Jeffrey Goldfarb |
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17,052,826 |
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1,368,599 |
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770,310 |
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Carl Katz |
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15,921,413 |
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2,500,012 |
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770,310 |
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Laura Pomerantz |
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18,175,604 |
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245,821 |
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770,310 |
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Willem van Bokhorst |
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17,950,958 |
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470,467 |
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770,310 |
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Richard White |
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16,535,117 |
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1,886,308 |
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770,310 |
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Proposal 2 — the approval of an amendment to the Company’s Certificate of Incorporation to
increase the total number of authorized shares of the Company’s common stock from 40,000,000 shares
to 80,000,000 shares:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
11,240,444
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7,934,739 |
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16,552 |
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Not applicable |
Proposal 3 — the approval of a non-binding, advisory resolution on the compensation of the
Company’s named executive officers:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
17,816,681
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587,946 |
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16,798 |
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770,310 |
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Proposal 4 — a non-binding, advisory vote on the frequency of future advisory votes on
compensation of the Company’s named executive officers:
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| One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
14,295,778
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20,333 |
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4,098,428 |
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6,886 |
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770,310 |
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Proposal 5 — the ratification of the appointment of Ernst & Young LLP as the Company’s
independent registered public accountants for the fiscal year ending January 31, 2012:
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
18,837,462
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349,449 |
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4,824 |
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Not applicable |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Amendment to Certificate of Incorporation.
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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.
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G-III APPAREL GROUP, LTD. |
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| Date: June 9, 2011 |
By: |
/s/ Neal S. Nackman
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Name: |
Neal S. Nackman |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
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| Exhibit |
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Description |
| 3.1 |
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Certificate of Amendment to Certificate of Incorporation. |