Current Report Filing (8-k)
June 23 2017 - 03:22PM
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 22, 2017
ZAGG INC
(Exact name of registrant as specified in
charter)
Delaware
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001-34528
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20-2559624
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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910 West Legacy Center Drive, Suite 500
Midvale, Utah 84047
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(Address of principal executive offices)
Registrant’s telephone number, including
area code: (801) 263-0699
(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 240.14.a-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 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As described in Item 5.07 below, at the
annual meeting of stockholders of ZAGG Inc (the “Company”) held on June 22, 2017 (the “Annual Meeting”),
the stockholders of the Company approved the Company’s Amended and Restated 2013 Equity Incentive Award Plan (the “Amended
Plan”). The Amended Plan modifies the Company’s original 2013 Equity Incentive Award Plan to, among other things, (1)
prohibit shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) subject to expired,
terminated or lapsed options or stock appreciation rights from returning to the pool of shares available for grant of an award
under the Amended Plan, (2) increase the maximum number of shares of Common Stock that may be granted to any one participant
during a one-year period to 600,000, (3) expressly provide for “net exercise” as an acceptable form of payment
of the exercise price of a stock option under the Amended Plan, (4) provide that no award may vest or become exercisable (as applicable)
until at least 12 months after the grant date, subject to an exception for up to 5% of the shares of Common Stock authorized for
issuance under the Amended Plan which may be subject to awards that do not meet such vesting or exercisability (as applicable)
requirements, (5) prohibit the Company from buying back outstanding stock options or stock appreciation rights, (6) clarify the
rights of participants with respect to shares of Common Stock subject to awards granted under the Amended Plan prior to vesting
of the award and/or issuance of such shares, and (7) make other technical or otherwise non-material revisions thereto.
A copy of the Amended Plan is attached hereto
as Exhibit 10.1 and is incorporated into this Item 5.02 by reference. The foregoing summary is qualified in its entirety by the
complete terms and conditions of the Amended Plan. A description of the material terms of the Amended Plan was included in the
Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2017
(the “Proxy Statement”).
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On June 22, 2017, the Company held the Annual
Meeting virtually at
www.virtualshareholdermeeting.com/ZAGG
. At the Annual Meeting,
stockholders (1) elected the five nominees identified in the table below to the Board of Directors of the Company to serve until
the next annual meeting of the Company’s stockholders and until their successors are duly elected and qualified, (2) ratified
the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2017, (3) approved, on an advisory basis, the compensation paid to the Company’s named executive officers, and (4) approved
the Amended Plan as set forth in the Proxy Statement.
The total number of shares present in person
or by proxy was 23,460,860 shares or 84% of the total shares issued and outstanding, thereby constituting a quorum for the purpose
of the Annual Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
The following is a tabulation of the votes
with respect to each of the proposals:
1. Election of Directors:
Nominee
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Number of Shares
Voted For
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Number of Shares
Voted Against
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Number of
Abstained
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Broker Non-Votes
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Randall L. Hales
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17,777,980
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677,261
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6,606
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4,999,013
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Cheryl A. Larabee
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17,750,299
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707,566
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3,982
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4,999,013
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E. Todd Heiner
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17,670,223
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787,238
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4,386
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4,999,013
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Daniel R. Maurer
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17,749,615
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705,645
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6,587
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4,999,013
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P. Scott Stubbs
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17,669,616
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785,627
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6,604
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4,999,013
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2. Ratification of
the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2017:
Number of Shares
Voted For
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Number of Shares
Voted Against
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Number of Shares
Abstaining
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Broker Non-Votes
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22,638,515
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798,859
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23,486
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-
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3. Advisory vote on
the compensation of the Company’s named executive officers:
Number of Shares
Voted For
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Number of Shares
Voted Against
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Number of Shares
Abstaining
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Broker Non-Votes
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17,343,478
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695,142
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423,227
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4,999,013
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4. Proposal to approve
the Amended and Restated 2013 Equity Incentive Award Plan:
Number of Shares
Voted For
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Number of Shares
Voted Against
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Number of Shares
Abstaining
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Broker Non-Votes
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9,605,090
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8,740,866
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115,891
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4,999,013
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At the Annual Meeting, management of the
Company provided a presentation regarding the Company’s performance during the prior fiscal year and interim period, including
performance of certain products and product categories, expectations regarding the remainder of 2017, and the markets and industry
in which the Company operates. A copy of the presentation provided by Company management is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
The presentation includes a financial measure
that is not in conformity with accounting principles generally accepted in the United States (“GAAP”), referred to
as a non-GAAP financial measure. Specifically, the presentation includes references to earnings before interest, taxes, depreciation,
amortization, stock-based compensation expense, other income (expense), mophie transaction costs, mophie fair value inventory write-up
related to acquisition, mophie restructuring charges, mophie employee retention bonus, and impairment of intangible asset (“Adjusted
EBITDA”). The Company considers Adjusted EBITDA to be an important financial indicator of the Company’s operational
strength and the performance of its business. Adjusted EBITDA should not be construed as an alternative to any other measure of
performance determined in accordance with GAAP, or as an indicator of our operating performance, liquidity or cash flows generated
by operating, investing, and financing activities as there may be significant factors or trends that it fails to address. Adjusted
EBITDA is presented because the Company believes that it is helpful to some investors as a measure of the Company’s operations.
The Company cautions investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions.
Accordingly, its use can make it difficult to compare results for the fiscal year and interim period with similar results from
other reporting periods and with the results of other companies. Investors are encouraged to review the reconciliation of the non-GAAP
financial measures used in the slide presentation to their most directly comparable GAAP financial measures as provided on the
Company’s internet website.
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Item 9.01.
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Financial Statements and Exhibits.
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The following are filed as Exhibits to
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 23, 2017
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ZAGG Inc
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/s/ BRADLEY J. HOLIDAY
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Bradley J. Holiday
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Chief Financial Officer
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