Form 8-K

 

 

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, 2012

 

 

Columbia Sportswear Company

(Exact name of registrant as specified in its charter)

 

 

 

Oregon   0-23939   93-0498284

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

14375 Northwest Science Park Drive

Portland, Oregon 97229

(Address of principal executive offices)

(Zip Code)

(503) 985-4000

(Registrant’s telephone number, including area code)

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

  (a) The Columbia Sportswear Company’s Annual Meeting of Shareholders was held on June 7, 2012 (the “Meeting”).

 

  (b) Four matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote of security holders at the Meeting:

 

  1. To elect directors for the next year;

 

  2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012;

 

  3. To approve, by non-binding vote, executive compensation; and

 

  4. To approve the 1997 Stock Incentive Plan, as amended.

At the Meeting, 32,878,401 shares of common stock were represented in person or proxy, which constituted 97.36 percent of the 33,771,274 shares of the Company outstanding and entitled to vote at the Meeting as of April 3, 2012, the record date of the Meeting, and a quorum. Each share was entitled to one vote at the Meeting. A total of 32,878,201 shares of the Company were voted at the meeting.

 

1. Election of Directors. All of the following directors were elected at the Meeting by the votes cast as follows:

 

    

Votes For

     Votes
Against or
Withheld
    

Broker Non-Votes

 

Gertrude Boyle

     31,083,153         619,037         1,176,011   

Timothy P. Boyle

     31,157,044         545,146         1,176,011   

Sarah A. Bany

     31,082,836         619,354         1,176,011   

Murrey R. Albers

     31,241,146         461,044         1,176,011   

Stephen E. Babson

     31,591,342         110,848         1,176,011   

Andy D. Bryant

     31,563,705         138,485         1,176,011   

Edward S. George

     31,241,296         460,894         1,176,011   

Walter T. Klenz

     31,240,846         461,344         1,176,011   

Ronald E. Nelson

     31,594,264         107,926         1,176,011   

John W. Stanton

     31,240,226         461,964         1,176,011   


2. Ratification of Auditors. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012 was approved with the following votes:

 

For

  

Against

  

Abstentions

32,635,540

   17,393    225,268

 

3. Say on Pay. The proposal to approve, by non-binding vote, the Company’s executive compensation program, passed as management recommended with the following votes:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

31,563,549

   128,373    10,268    1,176,011

 

4. 1997 Stock Incentive Plan. The proposal to approve the 1997 Stock Incentive Plan, as amended and as management recommended, was approved with the following votes:

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

30,390,439

   1,102,428    209,323    1,176,011


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.

 

    Columbia Sportswear Company
Date: June 12, 2012   By:  

/s/ PETER J. BRAGDON

  Name:   Peter J. Bragdon
  Title:  

Senior Vice President of Legal and Corporate Affairs,

General Counsel and Secretary