|
Item 5.02.
|
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On August 28, 2017 at the
2017 annual meeting of stockholders (the “Annual Meeting”) for GlassBridge Enterprises, Inc.
(the “Company” or “we”), our stockholders approved an amendment (the “Stock Plan Amendment) to
the GlassBridge Enterprises, Inc. 2011 Stock Incentive Plan, as amended and restated (2016) (as amended, the “Stock
Incentive Plan”). The Stock Plan Amendment (i) increased the number of shares of our common stock that may be issued
pursuant to stock-based awards made under the Stock Incentive Plan by 200,000 shares to a total of 934,300 shares, (ii)
revised the limit on awards made to non-employee directors under the Stock Incentive Plan so that it may be implemented on a
per-director, per-year basis and so that it applies to both cash and equity compensation paid in the aggregate to a director
in a given calendar year, and (iii) enabled the Stock Incentive Plan to continue to satisfy the requirements set forth in
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the related regulations with respect to
“qualified performance-based compensation.” The effective date of the Stock Incentive Plan is June 13, 2017,
which is the date that our Board of Directors (the "Board") initially approved it (subject to stockholder approval).
We have provided a description of the Stock
Incentive Plan under the heading “Proposal No. 6 — Amendment of Stock Incentive Plan” in the Company’s
definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on July 17, 2017 (the “Proxy
Statement”). We incorporate that description herein by reference, which description we have also included as Exhibit 99.1
hereto. We qualify that description in its entirety by reference to the Stock Incentive Plan, as amended and restated to reflect
the Stock Plan Amendment, set forth in Appendix B to the Proxy Statement, which we have included as Exhibit 10.1 hereto and incorporate
herein by reference.
On August 28, 2017, following the Annual Meeting, the Compensation
Committee (the “Committee”) of the Board adopted a non-employee director compensation policy (the “Policy”),
pursuant to which, consistent with the Company’s past practice, each of the Board’s non-employee directors will generally
receive an annual equity grant in the form of restricted stock with an aggregate grant date value equal to $75,000. In addition,
pursuant to the Policy and consistent with the Company’s past practice, the Chairman of the Board will receive an additional
annual equity grant in the form of restricted stock with an aggregate grant date value equal to $50,000. The Nominating and Governance
Committee of the Board also reviewed and approved the Policy.
After consideration of a number of
factors, including the recent history of the trading price of the Company’s common stock and the potential dilutive
impact of equity grants given such trading price history, the Committee determined that, for purposes of the grants under the
Policy with respect to the 2017 fiscal year, the $75,000 would be comprised of (i) $25,000, to be paid in cash in quarterly
installments, and (ii) $50,000 in grants of restricted stock, comprised of (x) 5,556 shares with an aggregate grant date
value equal to approximately $12,500, which was awarded to each non-employee director on August 28, 2017, and (y) three
additional grants of restricted stock with an aggregate grant date value equal to approximately $37,500, which will be
awarded to each non-employee director on each of November 28, 2017, February 28, 2018 and May 28, 2018, each of which will be
granted based on the closing price of the Company’s common stock on each applicable grant date. Each award of
restricted stock will vest on August 28, 2018, subject to the applicable non-employee director’s continued service
through such date.
The Committee also determined that,
with respect to the 2017 fiscal year, the $50,000 annual equity grant for the Chairman of the Board would be comprised of (i)
$16,667, to be paid in cash in quarterly installments, and (ii) $33,333 in grants of restricted stock, comprised of (x) 3,704
shares with an aggregate grant date value equal to approximately $8,333, which was awarded on August 28, 2017, and (y) three
additional grants of restricted stock with an aggregate grant date value equal to approximately $25,000, which will be
awarded on each of November 28, 2017, February 28, 2018 and May 28, 2018, each of which will be granted based on the closing
price of the Company’s common stock on each applicable grant date. Each award of restricted stock will vest on
August 28, 2018, subject to the chairman’s continued service through such date.
On August 28, 2017, further to the Committee’s adoption
of the Policy and the adjustments in respect of the 2017 fiscal year, the Committee granted Joseph A. De Perio, the Company’s
Chairman and principal executive officer, an award of 5,556 shares of restricted stock in respect of his service as a director
of the Company and an additional grant of 3,704 shares of restricted stock in respect of his service as the Company’s Chairman,
which will vest on August 28, 2018 subject to his continued service as a director and Chairman, respectively.
On August 27, following the Annual
Meeting, the Committee also approved an annual equity grant to each director of GlassBridge Asset Management, LLC
(“GBAM”), the Company's wholly-owned subsidiary, in the form of restricted stock with an aggregate grant date
value equal to $20,000, as well as an annual cash fee equal to $20,000, to be paid in quarterly installments. The $20,000
equity grant is comprised of (x) 2,222 shares of restricted stock with an aggregate grant date value equal to
approximately $5,000, which was awarded to each director on August 28, 2017, and (y) three additional grants of restricted
stock with an aggregate grant date value equal to approximately $15,000, which will be awarded to each director on each of
November 28, 2017, February 28, 2018 and May 28, 2018, each of which will be granted based on the closing price of the
Company's common stock on each applicable grant date. Each award of restricted stock will vest on August 28, 2018, subject to
the applicable director's continued service through such date. The Committee approved such grants to Joseph A. De Perio as a
member of the board of directors of GBAM.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
We set forth below a summary of the final
voting results for the proposals that our stockholders considered and voted on at the Annual Meeting. As of June 29, 2017, the
record date for the Annual Meeting, there were 4,961,931 shares of common stock outstanding and entitled to vote at the Annual
Meeting.
1.
Election of Directors
Our stockholders approved the election of
Tracy McKibben as a Class III director, with a term expiring at our 2020 Annual Meeting of Stockholders. The approval
of this proposal required the affirmative vote of a majority of the votes cast with respect to such director. We set forth below
the results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
3,752,887
|
|
375,920
|
|
472,617
|
Our stockholders approved the election of
Donald H. Putnam as Class III director, with a term expiring at our 2020 Annual Meeting of Stockholders. The approval
of this proposal required the affirmative vote of a majority of the votes cast with respect to such director. We set forth below
the results of the stockholder vote on this proposal, which results satisfy the foregoing voting standard.
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
3,741,631
|
|
387,176
|
|
472,617
|
2.
Auditor Ratification
Our stockholders approved a proposal to
ratify the appointment of Marcum LLP as our independent registered public account firm for fiscal year 2017. The approval of
this proposal required the affirmative vote of the holders of a majority of the shares of common stock present in person or by
proxy and entitled to vote at the Annual Meeting. We set forth below the results of the stockholder vote on this proposal, which
results satisfy the foregoing voting standard.
Votes For
|
|
Votes Against
|
|
Abstentions
|
4,371,139
|
|
226,710
|
|
3,575
|
3.
Advisory Vote on Executive Compensation
Our stockholders approved a proposal to
approve, on an advisory basis, the compensation of our named executive officers for 2016, as described in the Proxy Statement.
The approval of this proposal required the affirmative vote of the holders of a majority of the votes cast at the Annual Meeting
either in person or by proxy. We set forth below the results of the stockholder vote on this proposal, which results satisfy the
foregoing voting standard.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
3,968,510
|
|
134,271
|
|
26,026
|
|
472,617
|
4.
Executive Compensation Frequency Proposal
Our stockholders selected every year
as the frequency of the advisory vote on the compensation of our named executive officers. The approval of such
frequency required the highest number of votes cast by stockholders. We set forth below the results of the stockholder vote
on this proposal.
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
Broker Non-Votes
|
3,848,428
|
|
2,958
|
|
7,675
|
|
269,746
|
|
472,617
|
5.
Adoption of the Amended and Restated Certificate of Incorporation
Our stockholders approved Charter Proposal
A. The approval of this proposal required the affirmative vote of a majority of our common stock outstanding as
of the record date. We set forth below the results of the stockholder vote on this proposal, which results satisfy the foregoing
voting standard.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
4,026,254
|
|
78,329
|
|
24,224
|
|
472,617
|
Our stockholders approved Charter Proposal
B. The approval of this proposal required the affirmative vote of 80% of our common stock outstanding as of the
record date. We set forth below the results of the stockholder vote on this proposal, which results satisfy the foregoing voting
standard.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
4,010,936
|
|
91,976
|
|
25,895
|
|
472,617
|
6.
Stock Plan Amendment Proposal
Our stockholders approved the Stock Plan
Amendment. The approval of this proposal required the affirmative vote of a majority of our common stock outstanding as of the
record date. We set forth below the results of the stockholder vote on this proposal, which results satisfy the foregoing voting
standard.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
3,864,016
|
|
239,992
|
|
24,799
|
|
472,617
|