Current Report Filing (8-k)
15 June 2018 - 7:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2018
EVINE Live Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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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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.
¨
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Item 5.07.
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Submission
of Matters to a Vote of Security Holders.
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EVINE Live Inc. (the
“Company”) held its 2018 Annual Meeting of Shareholders on June 13, 2018 (the “Annual Meeting”). There
were 59,479,719 shares of Company common stock, or approximately 90.97% of the 65,380,809 shares of Company common stock issued
and outstanding and entitled to vote at the Annual Meeting, present in person or represented by proxy, constituting a quorum.
At the Annual Meeting,
Company shareholders voted on: (1) the election of eight persons to serve as directors on the Company’s Board of Directors
until the next Annual Meeting of Shareholders or until their successors have been duly elected and qualified; (2) the approval,
on an advisory basis, of the 2017 compensation of the Company’s named executive officers as disclosed in the Company’s
proxy statement for the Annual Meeting; (3) the approval of the amendment of the Company’s 2011 Omnibus Incentive
Plan to increase the number of shares of the Company’s Common Stock authorized for awards from 9,500,000 to 13,000,000; and
(4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for the fiscal year ending February 2, 2019. For more information about the foregoing proposals, please see the proxy statement
for the Annual Meeting.
Set forth below are
the final voting results, as reported by the inspector of elections for the Annual Meeting:
The proposal to elect
eight persons to serve as directors on the Company’s Board of Directors until the next annual meeting of the shareholders
resulted in the following votes:
Nominee
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Votes For
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Withheld
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Thomas D. Beers
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34,528,910
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1,684,387
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Neal S. Grabell
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32,373,682
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3,839,615
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Landel C. Hobbs
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34,350,032
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1,863,265
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Mark K. Holdsworth
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34,455,469
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1,757,828
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Lisa A. Letizio
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32,296,684
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3,916,613
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Robert J. Rosenblatt
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34,458,651
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1,754,646
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Fred R. Siegel
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32,478,928
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3,734,369
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Alexander B. Spiro
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34,357,411
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1,855,886
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The eight nominees
set forth above were elected to the Company’s Board of Directors and will serve as directors until the Company’s next
annual meeting or until their respective successors are duly elected and qualified. There were 23,266,422 broker non-votes related
to the foregoing proposal.
The 2017 compensation
of the Company’s named executive officers was approved, on an advisory basis, by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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32,058,386
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2,894,986
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1,259,925
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23,266,422
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3.
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Approval to Amend the 2011 Omnibus Incentive Plan
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The amendment to the
Company’s 2011 Omnibus Incentive Plan to increase the number of shares of the Company’s Common Stock authorized for
awards from 9,500,000 to 13,000,000 was approved by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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24,913,675
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10,106,118
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1,193,504
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23,266,422
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The 2011 Omnibus Incentive
Plan, as amended, is filed herewith as Exhibit 10.1.
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4.
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Ratification of Independent Auditor
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The proposal to ratify
the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year
ending February 2, 2019, was approved by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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58,216,044
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44,918
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1,218,757
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0
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Item 9.01.
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Financial Statements and
Exhibits.
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The following exhibits are being filed
with this Current Report on Form 8-K.
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 hereunto duly authorized.
Date: June 14, 2018
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EVINE Live Inc.
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By:
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/s/
Andrea M.
Fike
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Andrea M. Fike
General Counsel
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