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 4, 2017
________________________________________________  
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 5.07 
Submission of Matters to a Vote of Security Holders.
 
On May 4, 2017, Wolverine World Wide, Inc. (the "Company") held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). The Company's shareholders voted upon five 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 2020

The shareholders elected four 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 2020 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
William K. Gerber
 
84,604,483
 
841,450
 
27,485
 
5,652,810
Blake W. Krueger
 
82,804,283
 
2,635,717
 
33,418
 
5,652,810
Nicholas T. Long
 
84,679,816
 
766,441
 
27,161
 
5,652,810
Michael A. Volkema
 
83,846,389
 
1,600,616
 
26,413
 
5,652,810


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
83,059,718
 
2,093,355
 
320,345
 
5,652,810


Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The shareholders approved, on an advisory basis, the proposal to conduct future advisory votes on the compensation of the Company’s named executive officers once every year. The following sets forth the results of the voting with respect to this proposal:
Shares Voted
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
68,937,221
 
614,810
 
15,713,214
 
208,173
 
5,652,810

Based on these results, the Company’s Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers once every year.


Proposal 4: 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 2017. The following sets forth the results of the voting with respect to this proposal:
For
 
Against
 
Abstentions
89,543,867
 
1,509,539
 
72,822
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.




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Proposal 5: Approval of Wolverine World Wide, Inc. Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan)

The shareholders approved the Wolverine World Wide, Inc. Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan). The following sets forth the results of the voting with respect to this proposal:
For
 
Against
 
Abstentions
 
Broker Non-Votes
84,353,292
 
874,439
 
245,687
 
5,652,810




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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 5, 2017
WOLVERINE WORLD WIDE, INC.
(Registrant)
 
 
 
 
 
/s/ Brendan M. Gibbons
 
Brendan M. Gibbons
 
Senior Vice President, General Counsel and Secretary



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