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.
(a)Financial Statements of Businesses Acquired.
None.
(b)Pro Forma Financial Information.
None.
(c)Shell Company Transactions
None.
(d)Exhibits.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
