Current Report Filing (8-k)
May 17 2019 - 3:41PM
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): May 15, 2019
SKECHERS U.S.A., INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14429
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95-4376145
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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228 Manhattan Beach Boulevard, Manhattan
Beach, California
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90266
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (310) 318-3100
Not Applicable
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:
☐
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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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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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SKX
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Skechers U.S.A., Inc. (the Company) elected Katherine
Blair as an additional member of the Board effective as of May 15, 2019. Ms. Blair will serve as a Class III director until the Companys annual meeting of stockholders in 2020. She will serve thereafter until her successor is
duly elected and qualified or until her death, resignation or removal.
Ms. Blair has practiced law for over 20 years, specializes in corporate and
transactional matters, and is a partner at Manatt, Phelps & Phillips, LLP in Los Angeles. The Board of Directors has determined that she is independent under Section 303A.02 of the NYSE Listed Company Manual, and there are no related
party transactions between the Company and her that are reportable under Item 404(a) of Regulation
S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 15, 2019, the Board of Directors of the Company approved an amendment of the Companys bylaws (the Third Amendment), effective as
of the same date. The Third Amendment modified certain of the provisions of Article 3 (Board of Directors) of the Companys bylaws to increase the number of seats on the Board of Directors up to eleven members in Section 3.2(A) thereof to
accommodate the appointment of additional Board members.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the
complete text of the Third Amendment, which is attached as Exhibit 3.1 to this Current Report on Form
8-K
and incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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SKECHERS U.S.A., INC.
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May 17, 2019
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By:
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/s/ John Vandemore
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Name: John Vandemore
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Title: Chief Financial Officer
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