Current Report Filing (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 8, 2022

PLBY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39312

37-1958714

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


10960 Wilshire Blvd., Suite 2200 Los Angeles, California						90024
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (310) 424-1800

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:


☐			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PLBY	Nasdaq Global Market

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 5.07. Submission of Matters to a Vote of Security Holders.

On June 8, 2022, PLBY Group, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on the following three proposals, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2022:

1.To elect two Class I directors (Ben Kohn and Suhail Rizvi) and one Class II director (Juliana F. Hill) to the Company’s Board of Directors (the “Board”);

2.The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3.To hold an advisory vote on the frequency of executive compensation votes.

Below are the final voting results for each of the items voted upon at the Annual Meeting, indicating that: (i) each of the director nominees received a plurality of the votes cast and, therefore, each was elected, (ii) a majority of the votes cast voted to ratify BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, and (iii) a majority of the votes cast voted in favor of undertaking a non-binding advisory vote every one year on the executive compensation of the Company’s named executive officers (“Say-on-Pay”). Following the stockholders approving, on an advisory basis, annual Say-on-Pay votes, the Board also approved holding a Say-on-Pay vote annually.


Election of Directors:	For	Withheld	Broker Non-Votes
Ben Kohn	20,168,766	1,035,188	8,622,155
Suhail Rizvi	19,670,601	1,533,353	8,622,155
Juliana F. Hill	21,068,416	135,538	8,622,155


	For	Against	Abstain
Ratification of the appointment of BDO USA, LLP as independent registered public accountants	29,629,348	160,928	35,833


	1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
Non-binding advisory vote on frequency of executive compensation vote	20,965,950	42,751	95,934	99,319	8,622,155

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.