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8-KThe WireRoutine

Shareholder Vote · Company Update

Filed Oct 30, 2017 · 8y ago · Accession 0001564590-17-020325

Plain English

Material event — a significant development the company must disclose promptly.

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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): October 25, 2017 UNIFI, INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation) 1-10542 (Commission File Number) 11-2165495 (IRS Employer Identification No.) 7201 West Friendly Avenue Greensboro, North Carolina 27410 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (336) 294-4410 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)) 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. (a) On October 25, 2017, Unifi, Inc. (the “Company”) held its 2017 Annual Meeting of Shareholders (the “Annual Meeting”). (b) At the Annual Meeting, the Company’s shareholders (i) elected all nine of the Company’s nominees for director to serve for a term of one year or until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the Company’s named executive officer compensation in fiscal 2017; (iii) voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year; and (iv) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2018. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2017. Final voting results on each proposal submitted to the Company’s shareholders at the Annual Meeting are as follows: 1. Election of directors: Votes For Votes Against Abstentions Broker Non-Votes Robert J. Bishop 14,716,400 58,660 38,078 2,146,239 Thomas H. Caudle, Jr. 14,474,667 298,598 39,873 2,146,239 Paul R. Charron 14,667,676 106,143 39,319 2,146,239 Archibald Cox, Jr. 14,608,269 166,872 37,997 2,146,239 Kevin D. Hall 14,706,605 68,205 38,328 2,146,239 James M. Kilts 14,575,596 199,024 38,518 2,146,239 Kenneth G. Langone 14,551,519 223,647 37,972 2,146,239 James D. Mead 14,695,948 79,028 38,162 2,146,239 Suzanne M. Present 14,707,672 67,544 37,922 2,146,239 2. Advisory vote to approve the Company’s named executive officer compensation in fiscal 2017: Votes For Votes Against Abstentions Broker Non-Votes 14,001,457 611,285 200,396 2,146,239 3. Advisory vote on the frequency of future advisory votes to approve the Company’s named executive officer compensation: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 11,181,797 21,396 3,418,155 191,790 2,146,239 4. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2018: Votes For Votes Against Abstentions Broker Non-Votes 16,722,053 20,456 216,868 0 ( d) In accordance with the recommendation of the Board o f Directors (the “Board”) , the Company’s share holders voted, on an advisory basis, in favor of holding future advisory votes to approve the Company’s named executive officer compensation every year. Based on the voting results, the Compan y will include an advisory share holder vote to approve the Comp any’s named executive officer compensation in its proxy materials on an annual basis until the next required advisor y vote on the frequency of share holder votes to approve the Company’s named executive officer compensation, which will occur no later than t he C ompany’s annual meeting of share holders in 2023. Item 8.01. Other Events . On October 25, 2017, the Board, upon the recommendation of the Corporate Governance and Nominating Committee of the Board, adopted an amended and restated Director Compensation Policy, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. ( d) Exhibits . Exhibit No.    Description 10.1* Unifi, Inc. Director Compensation Policy. * Indicates a management contract or compensatory plan or arrangement. 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. UNIFI, INC. Date: October 30, 2017 By: /s/ KEVIN D. HALL Kevin D. Hall Chairman of the Board and Chief Executive Officer
Filing details
Company
UNIFI INC
Ticker
UFI
CIK
100726
Form type
8-K
Filing date
Oct 30, 2017
Report date
Oct 25, 2017
Document
ufi-8k_20171031.htm
Size
86 KB