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COMPASS DIVERSIFIED HOLDINGS FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 30, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On May 29, 2014, Compass Diversified Holdings (the "Trust") and Compass Group Diversified Holdings LLC (the "Company") (NYSE: CODI) (collectively "CODI") held their 2014 Annual Meeting of Shareholders (the "Annual Meeting"), at the Delamar Southport, 275 Old Post Road, Southport, Connecticut 06890. A total of 48,300,000 shares of the Company's common stock were entitled to vote as of April 1, 2014, the record date for the Annual Meeting. There were 40,358,309 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as Class II directors of the Company to hold office for a three-year term, ending at the 2017 Annual Meeting, the shareholders voted as set forth in the table below:

For Withheld Broker Non-Vote James J. Bottiglieri 23,087,279 1,694,183 15,576,847 Gordon M. Burns 24,589,469 191,993 15,576,847



Based on the votes set forth above, Messrs. Bottiglieri and Burns were duly elected to serve as Class II directors of the Company for a three-year term, ending at the 2017 Annual Meeting.

Proposal 2. Advisory Vote Regarding Executive Compensation ("Say-on-Pay")

With respect to the non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's Proxy Statement, the shareholders voted as set forth in the table below:

For Against Abstain Broker Non-Vote 23,956,146 571,709 253,607 15,576,847



Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.

Proposal 3. Ratification of Selection of Independent Auditor

The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2014 received the following votes:

For Against Abstain Broker Non-Vote 40,019,681 153,117 185,511 0



Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2014 fiscal year was duly ratified by the shareholders.

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Source: Edgar Glimpses


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