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): August 9, 2011
(Exact name of registrant as specified in its charter)
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Delaware
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1-7604
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58-0678148
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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916 South Burnside Avenue, Gonzales, LA
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70737
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(225) 647-9100
(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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07.
Submission of Matters to a Vote of Security Holders
The 2011 Annual Meeting of Stockholders of Crown Crafts, Inc. (the “Company”) was held on August 9, 2011 at the Company’s executive offices, located at 916 South Burnside Avenue, Third Floor, Gonzales, Louisiana. The following tables reflect the tabulation of the votes with respect to each proposal submitted to a vote of the Company’s stockholders at the 2011 Annual Meeting. Abstentions were counted as present for the purpose of establishing a quorum, but were not treated as votes cast on each respective proposal.
PROPOSAL 1: ELECTION OF DIRECTORS
To elect two members to the Board of Directors to hold office as Class III Directors until the 2014 Annual Meeting of Stockholders. The two Class III Nominees that received a plurality of the properly cast votes of the outstanding shares of Series A common stock entitled to vote on this proposal were Donald Ratajczak and Patricia Stensrud, who were thereby elected as the Company’s Class III Directors. The tabulation of the results of the voting was as follows:
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Nominee
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For
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Authority Withheld
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Broker Non-Votes
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Donald Ratajczak
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5,779,999
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393,605
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0
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Patricia Stensrud
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6,047,645
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125,959
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0
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
To ratify the appointment of KPMG LLP as the Company’s independent auditor for the fiscal year ending April 1, 2012. Properly cast votes in the affirmative of a majority of the outstanding shares of Series A common stock entitled to vote on this proposal were made. The tabulation of the results of the voting was as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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8,139,826
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23,063
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33,547
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0
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PROPOSAL 3: AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECREASE AUTHORIZED SHARES OF CAPITAL STOCK
To approve an amendment to the Amended and Restated Certificate of Incorporation to (i) reduce the number of shares of the Company’s authorized capital stock to 40,000,000 shares, all of which will be shares of Series A common stock, with a par value of $0.01 per share, and (ii) to eliminate the authorized shares of Series B common stock, Series C common stock and preferred stock. This proposal was approved by properly cast votes in the affirmative of a majority of the outstanding shares of Series A common stock entitled to vote on this proposal. The tabulation of the certified results of the voting was as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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8,127,133
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38,292
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31,011
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0
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Item 8.01
Other Events
As described in Item 5.07 above, on August 9, 2011, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation. The Amendment was filed with the Secretary of State of the State of Delaware on August 9, 2011. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.
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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 thereunto duly authorized.
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CROWN CRAFTS, INC.
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Date:
August 9, 2011
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/s/ Olivia W. Elliott
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Olivia W. Elliott
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Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description of Exhibit
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company.
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CROWN CRAFTS, INC.
Crown Crafts, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. The name of the corporation (hereinafter called the “Corporation”) is Crown Crafts, Inc.
2. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 6, 2003 (the “Certificate”).
3. The Certificate is hereby amended by deleting the text of Article V thereof in its entirety and substituting in lieu thereof the following:
“
ARTICLE V.
(a)
Authorized Shares of Capital Stock
. The aggregate number of shares of capital stock that the Corporation shall have authority to issue is 40,000,000 shares, all of which shall be Series A common stock, with a par value of $0.01 per share (the “Series A Common Stock”).
(b)
Series A Common Stock
. The following is a statement of the preferences, limitations and relative rights in respect of the Series A Common Stock:
(i) With respect to all such matters upon which stockholders are entitled to vote or give consent, each holder of Series A Common Stock shall be entitled to one (1) vote (in person or by proxy) for each share of Series A Common Stock held by such holder on the record date for the determination of stockholders entitled to vote.
(ii) Subject to the provisions of applicable law, the holders of shares of Series A Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, dividends or other distributions, whether payable in cash, property or securities of the Corporation.
(iii) In the event of a Liquidation (as hereinafter defined) or other similar event, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation, the assets of the Corporation shall be distributed ratably to the holders of Series A Common Stock in proportion to the number of shares held by them. For purposes hereof, “Liquidation” shall mean the liquidation, dissolution or winding up of the Corporation, or such of the Corporation’s subsidiaries the assets of which constitute all or substantially all the assets of the business of the Corporation and its subsidiaries taken as a whole.”
4. The amendment of the Certificate herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed and acknowledged by the undersigned on this 9th day of August, 2011.
By:
/s/ E. Randall Chestnut
E. Randall Chestnut,
Chairman of the Board, President and
Chief Executive Officer