Report of Foreign Issuer (6-k)
August 31 2020 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of: August 2020
Commission
File Number: 001-38544
NAKED
BRAND GROUP LIMITED
(Translation
of registrant’s name into English)
c/o
Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form
40-F [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X]
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
Submission
of Matters to a Vote of Security Holders.
At 10:00 a.m. Sydney time
on August 28, 2020 (8:00 p.m. New York time on August 27, 2020), Naked Brand Group Limited (the “Company”)
held its Annual General Meeting of Shareholders (“AGM”). Under the Company’s constitution and
Australian law, a quorum was present. The items of business considered by the Company’s shareholders at the AGM and a final
tabulation of votes cast for and against each proposal, as well as the number of abstentions and broker non-votes with respect
to each proposal, are set forth below:
1.
To consider the following ordinary resolution for the election of Andrew Shape as director: “THAT, Mr Andrew Shape,
having been appointed as a Director on 19 June 2018, retires as a Director of the Company in accordance with the Constitution
and, being eligible and having offered himself for election, be elected as a director of the Company.”
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
2,681,144
|
|
877,923
|
|
452,199
|
|
1,269,012
|
Based
on the results set forth above, the Company’s shareholders elected Mr. Shape as a director.
2.
To consider the following special resolution for the ratification of the appointment of BDO Audit Pty Ltd. (“BDO”)
as the auditor of the Company: “THAT, the appointment of BDO Audit Pty Ltd as auditor of the Company is ratified and approved.”
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Vote
|
4,225,457
|
|
571,315
|
|
483,506
|
|
—
|
Based
on the results set forth above, the Company’s shareholders approved the ratification of the appointment of BDO.
The
information contained in this Form 6-K, including the exhibits hereto, shall be incorporated by reference in the Company’s
registration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333-232229, 333-235801 and 333-243751) and the prospectuses
included therein.
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.
Dated:
August 31, 2020
|
NAKED
BRAND GROUP LIMITED
|
|
|
|
|
By:
|
/s/
Justin Davis-Rice
|
|
Name:
|
Justin
Davis-Rice
|
|
Title:
|
Executive
Chairman
|
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