www-20230503 WOLVERINE WORLD WIDE INC /DE/5/3/20230000110471falseMay 3, 202300001104712023-05-032023-05-03
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2023 (May 3, 2023)
WOLVERINE WORLD WIDE, INC.
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer|
|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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading symbol||Name of each exchange on which registered|
|Common Stock, $1 Par Value||WWW||New York Stock Exchange|
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. ¨
Submission of Matters to a Vote of Security Holders.
On May 3, 2023, the Company held its 2023 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 2026
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 2026 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:
|William K. Gerber||65,459,826||2,988,291||28,578||6,324,841|
|Nicholas T. Long||65,254,692||3,192,816||29,187||6,324,841|
Proposal 2: Advisory Resolution to Approve Executive Compensation
The shareholders approved, on an advisory basis, 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. The following sets forth the results of the voting with respect to this proposal:
Proposal 3: Advisory Resolution Approving the Frequency of Future Advisory Votes to Approve 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:
|One Year||Two Years||Three Years||Abstentions||Broker Non-Voters|
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 2023. The following sets forth the results of the voting with respect to this proposal:
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 5:Approval of Amended and Restated Stock Plan of 2016
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:
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 8, 2023|
WOLVERINE WORLD WIDE, INC.
| || |
| || |
| ||/s/ Michael D. Stornant|
| ||Michael D. Stornant|
| ||Executive Vice President, Chief Financial Officer and Treasurer|