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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 7, 2011
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  0-18183
(Commission File Number) 		  41-1590959
(IRS Employer
Identification No.)
     
512 Seventh Avenue
New York, New York
(Address of principal executive offices) 		  10018
(Zip Code)
Registrant’s telephone number, including area code: (212) 403-0500
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 (see General Instruction A.2 below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.07 Submission of Matters to a Vote of Security Holders
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-3.1

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
          At the Annual Meeting of Stockholders of G-III Apparel Group, Ltd. (the “Company”) held on June 7, 2011, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of the Company’s common stock from 40,000,000 shares to 80,000,000 shares. The increase in the number of authorized shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 7, 2011 and was effective as of such date. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
          At the Annual Meeting of Stockholders of the Company held on June 7, 2011, the following proposals were voted on and approved by the Company’s stockholders with the stockholders having voted as set forth below:
Proposal 1 — the election of nine directors to serve on the Company’s Board of Directors to serve until the next Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified:
                         
Directors   For     Withheld     Broker Non-Votes  
Morris Goldfarb
    15,985,616       2,435,809       770,310  
Sammy Aaron
    17,499,227       922,198       770,310  
Thomas J. Brosig
    17,728,549       692,876       770,310  
Alan Feller
    17,941,151       480,274       770,310  
Jeffrey Goldfarb
    17,052,826       1,368,599       770,310  
Carl Katz
    15,921,413       2,500,012       770,310  
Laura Pomerantz
    18,175,604       245,821       770,310  
Willem van Bokhorst
    17,950,958       470,467       770,310  
Richard White
    16,535,117       1,886,308       770,310  
Proposal 2 — the approval of an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of the Company’s common stock from 40,000,000 shares to 80,000,000 shares:
                     
For   Against   Abstain   Broker Non-Votes
11,240,444
    7,934,739       16,552     Not applicable
Proposal 3 — the approval of a non-binding, advisory resolution on the compensation of the Company’s named executive officers:
                         
For   Against   Abstain   Broker Non-Votes
17,816,681
    587,946       16,798       770,310  

 

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Proposal 4 — a non-binding, advisory vote on the frequency of future advisory votes on compensation of the Company’s named executive officers:
                                 
One Year   Two Years   Three Years   Abstain   Broker Non-Votes
14,295,778
    20,333       4,098,428       6,886       770,310  
Proposal 5 — the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending January 31, 2012:
                     
For   Against   Abstain   Broker Non-Votes
18,837,462
    349,449       4,824     Not applicable
Item 9.01 Financial Statements and Exhibits.
          (d) Exhibits .
     3.1 Certificate of Amendment to Certificate of Incorporation.

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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.
         
  G-III APPAREL GROUP, LTD.   
     
Date: June 9, 2011  By:   /s/ Neal S. Nackman    
    Name:   Neal S. Nackman   
    Title:   Chief Financial Officer   
 

 

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EXHIBIT INDEX
     
Exhibit   Description
3.1   Certificate of Amendment to Certificate of Incorporation.

 

Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
G-III APPAREL GROUP, LTD.
* * * * *
     G-III APPAREL GROUP, LTD., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:
     FIRST: That the Board of Directors of the Corporation (the “Board of Directors”) duly adopted a resolution, in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware, proposing and declaring advisable the following amendment to the Certificate of Incorporation (the “Certificate of Incorporation”) of the Corporation and directing that such proposed amendment be considered at the Corporation’s annual meeting of stockholders:
     RESOLVED, that the Certificate of Incorporation, as previously amended on June 8, 2006, be further amended pursuant to a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”), such that Paragraph (A) of Article FOURTH of the Certificate of Incorporation be amended to read in its entirety as follows:
          FOURTH: A. Authorized Capital Stock . The total number of shares of all classes of stock which this Corporation shall have authority to issue is EIGHTY-ONE MILLION (81,000,000) shares, consisting of ONE MILLION (1,000,000) shares of Preferred Stock, par value $.01 per share (hereinafter, the “Preferred Stock”), and EIGHTY MILLION (80,000,000) shares of Common Stock, par value $.01 per share (hereinafter, the “Common Stock”).
     SECOND: That pursuant to the resolution of the Board of Directors, the proposed amendment to the Certificate of Incorporation was submitted to the stockholders of the Corporation at the annual meeting of the stockholders of the Corporation duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting a majority of the outstanding stock entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon as a class, as required by statute, voted in favor of the amendment to the Certificate of Incorporation.
     THIRD: That the aforesaid amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of Delaware.

 

 

          IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment of Certificate of Incorporation to be signed on behalf of the Corporation, under penalties of perjury, and the facts stated herein are true and correct.
Dated: June 7, 2011
         
  G-III APPAREL GROUP, LTD.
  		 
 
  By:   /s/ Morris Goldfarb    
    Name:   Morris Goldfarb   
    Title:   Chief Executive Officer