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: May 6, 2014
(Date of earliest event reported)
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
| Washington | 001-31321 | 94-3002667 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
17750 S.E. 6th Way
Vancouver, Washington 98683
(Address of principal executive offices and zip code)
(360) 859-2900
(Registrant’s telephone number, including area code)
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(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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)) |
NAUTILUS, INC.
FORM 8-K
| Item 5.07 | Matters Submitted to a Vote of Security Holders |
On May 6, 2014, Nautilus, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, the Company’s shareholders (i) elected Ronald P. Badie, Bruce M. Cazenave, Richard A. Horn, M. Carl Johnson, III, Anne G. Saunders and Marvin G. Siegert to the Company’s Board of Directors, each to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the year ending December 31, 2014, and (iii) adopted a non-binding advisory resolution approving the Company’s executive compensation.
The following is a summary of the voting results for each matter submitted to the shareholders:
| (1) | Proposal to Elect a Board of Directors consisting of six members: |
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Ronald P. Badie |
21,572,774 | 705,615 | 5,774,717 | |||||||||
| Bruce M. Cazenave |
21,570,343 | 708,046 | 5,774,717 | |||||||||
| Richard A. Horn |
21,573,122 | 705,267 | 5,774,717 | |||||||||
| M. Carl Johnson, III |
21,568,888 | 709,501 | 5,774,717 | |||||||||
| Anne G. Saunders |
21,572,865 | 705,524 | 5,774,717 | |||||||||
| Marvin G. Siegert |
21,572,212 | 706,177 | 5,774,717 | |||||||||
| (2) | Proposal to ratify the appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm: |
| For |
Against |
Abstain |
Non-Votes | |||
| 27,194,983 |
197,797 | 660,326 | 0 |
| (3) | Proposal to adopt a non-binding advisory resolution approving the Company’s executive compensation: |
| For |
Against |
Abstain |
Non-Votes | |||
| 20,057,525 |
1,564,344 | 656,520 | 5,774,717 |
Signature
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.
| NAUTILUS, INC. | ||||||
| (Registrant) | ||||||
| May 12, 2014 | By: | /s/ Sidharth Nayar | ||||
| (Date) | Sidharth Nayar | |||||
| Chief Financial Officer | ||||||