- Current report filing (8-K)
19 June 2012 - 3:25AM
Edgar (US Regulatory)
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 12, 2012
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-16075
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86-0449546
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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17383 Sunset Boulevard, Suite A310, Pacific
Palisades, CA 90272
(Address of Principal Executive Offices/Zip
Code)
(213) 745-2123
(Registrant’s telephone number, including
area code)
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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¨
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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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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Sequential Brands Group, Inc. (“the
Company”) held its annual meeting of stockholders on June 12, 2012 (the “Annual Meeting”). At the Annual Meeting,
25,030,901 shares of common stock were represented in person or by proxy and 14,500 shares of Series A Preferred stock were represented
in person or by proxy. On all matters coming before the meeting, each holder of record of common stock was entitled to one vote
for each share of common stock and each holder of record of Series A Preferred stock was entitled to 5,714 votes for each share
of Series A Preferred stock. Therefore, the holders of the Company’s outstanding 14,500 shares of Series A Preferred stock
had 82,853,000 votes on all matters coming before the meeting and shares representing approximately 90.8% of the Company’s
voting securities were present at the meeting.
At the Annual Meeting, the Company’s
stockholders voted to elect Colin Dyne and William Sweedler to serve until the Company’s 2015 annual meeting of stockholders
or until their successors have been duly elected and qualified by the following vote:
Name
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Number of
Votes For
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Number of
Votes Withheld
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Number of Broker Non-Votes
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Colin Dyne
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104,096,201
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3,787,700
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0
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William Sweedler
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104,091,201
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3,792,700
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0
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At the 2012 Annual Meeting, the Company’s
stockholders also voted to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse split of
the Company’s outstanding common stock at a ratio within a range of 1-for-5 to 1-for-15, at the discretion of the Company’s
Board of Directors, by the following vote:
Number of
Votes For
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Number of
Votes Against
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Number of
Votes Abstaining
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102,962,327
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4,919,525
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2,049
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As a result of the vote, the Board of Directors
of the Company has the authority to determine, within twelve months from the Annual Meeting, whether to implement the reverse stock
split and the exact amount of the reverse stock split within the above range if it is to be implemented.
The Company’s stockholders also voted
at the Annual Meeting to ratify the selection of Weinberg and Company as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2012 by the following vote:
Number of
Votes For
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Number of
Votes Against
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Number of
Votes Abstaining
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107,882,501
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1,300
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100
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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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Sequential Brands Group, Inc.
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Date: June 18, 2012
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By:
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/s/ Colin Dyne
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Colin Dyne
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Chief Executive Officer
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