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 6, 2019
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-24385 | 39-0971239 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
W6316 Design Drive Greenville, Wisconsin 54942 |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (920) 734-5712
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 |
None | None | None |
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
At the 2019 Annual Meeting of Stockholders of School Specialty, Inc. (the “Company”) held on June 6, 2019, the stockholders voted on proposals to: (1) elect the five individuals nominated by the Board of Directors of the Company to serve as directors until the 2020 Annual Meeting of Stockholders; (2) approve an advisory resolution on the compensation of the Company’s named executive officers; and (3) ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2019. The final voting results on these proposals are as follows:
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| For | Against | Abstain | Broker Non-Vote |
1. (a) | Election of Gus D. Halas | 4,268,751 | 112,546 | 0 | 1,356,345 |
(b) | Election of Justin C. Jacobs | 4,326,610 | 54,687 | 0 | 1,356,345 |
(c) | Election of Justin Lu | 4,268,782 | 112,515 | 0 | 1,356,345 |
(d) | Election of Scott P. Scharfman | 4,297,179 | 84,118 | 0 | 1,356,345 |
(e) | Election of Andrew E. Schultz | 4,268,782 | 112,515 | 0 | 1,356,345 |
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2. | Approval of an advisory resolution on the compensation of the Company’s Named Executive Officers | 4,267,854 | 113,243 | 200 | 1,356,345 |
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3. | Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2019 | 5,675,182 | 7,899 | 54,561 | 0 |
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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.
| SCHOOL SPECIALTY, INC. |
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Dated: June 7, 2019 | By: /s/ Kevin Baehler |
| Kevin Baehler Executive Vice President and Chief Financial Officer |
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