Document


 
 
 
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 3, 2018
________________________________________________  
WOLVERINE WORLD WIDE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-06024
 
38-1185150
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
9341 Courtland Drive N.E., Rockford, Michigan
 
49351
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (616) 866-5500
________________________________________________

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 (see General Instruction A.2. below):
 
¨ 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))

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.
 
(b) On May 3, 2018, the Board of Directors of Wolverine World Wide, Inc. (the “Company”) accepted the resignation of Timothy J. O’Donovan as a Director of the Company, effective as of that same date (the date of the Annual Meeting of Shareholders following his seventy-second birthday). The size of the Board was reduced from eleven to ten upon the retirement of Mr. O’Donovan.

Item 5.07 
Submission of Matters to a Vote of Security Holders.
 
On May 3, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s shareholders voted upon four proposals at the Annual Meeting and the final results of the shareholder vote on each proposal were as follows:

Proposal 1: Election of Directors for Terms Expiring in 2021

The shareholders elected three candidates nominated by the Board of Directors to serve as directors of the Company for three-year terms expiring at the annual meeting of shareholders to be held in 2021 or until their respective successors, if any, have been elected and qualified. The following sets forth the results of the voting with respect to each candidate:
Candidate
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
Roxane Divol
 
82,782,692
 
1,411,650
 
48,222
 
5,641,826
Joseph R. Gromek
 
80,646,219
 
3,552,586
 
43,759
 
5,641,826
Brenda J. Lauderback
 
81,131,007
 
3,084,266
 
27,291
 
5,641,826


Proposal 2: Advisory Resolution to Approve Executive Compensation

The following sets forth the results of the voting with respect to the advisory vote regarding the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative in the Proxy Statement for the Annual Meeting:
For
 
Against
 
Abstentions
 
Broker Non-Votes
79,202,725
 
4,944,865
 
94,974
 
5,641,826


Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018. The following sets forth the results of the voting with respect to this proposal:
For
 
Against
 
Abstentions
86,476,352
 
3,358,941
 
49,097
The proposal to ratify the appointment of Ernst & Young LLP was a routine matter and, therefore, there were no broker non-votes relating to that matter.


Proposal 4: Approval of Wolverine World Wide, Inc. Stock Incentive Plan of 2016, as amended and restated

The shareholders approved the Wolverine World Wide, Inc. Stock Incentive Plan of 2016, as amended and restated. The following sets forth the results of the voting with respect to this proposal:
For
 
Against
 
Abstentions
 
Broker Non-Votes
61,504,258
 
21,475,555
 
1,262,751
 
5,641,826



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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.
 
 
Dated: May 7, 2018
WOLVERINE WORLD WIDE, INC.
(Registrant)
 
 
 
 
 
/s/ Michael D. Stornant
 
Michael D. Stornant
 
Senior Vice President, Chief Financial Officer and Treasurer



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