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, 2010
GOLFSMITH INTERNATIONAL
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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000-52041 |
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16-1634847 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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11000 North IH-35, Austin, Texas |
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78753-3195 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (512) 837-8810
Not Applicable
Former name or former address, if changed since last report
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 6, 2010, Golfsmith International Holdings, Inc. (the “Company”) filed in Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) after having received stockholder approval to decrease the number of authorized shares of its common stock from 100 million to 25 million. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 4, 2010 (the “Annual Meeting”) at its Corporate Headquarters in Austin, Texas. The following matters set forth in our definitive proxy statement on Schedule 14A dated April 5, 2010 and filed with the Securities and Exchange Commission were voted on at our Annual Meeting and the results of such voting is indicated below.
Proposal 1
The ten nominees listed below were elected as directors of the Company with the respective votes set forth opposite their names:
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Votes |
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Votes |
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Name of Directors Elected |
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For |
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Withheld |
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Non Votes |
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Robert Allen |
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11,170,043 |
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77,381 |
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1,377,040 |
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Martin Hanaka |
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10,857,635 |
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389,789 |
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1,377,040 |
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Roberto Buaron |
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10,892,514 |
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354,910 |
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1,377,040 |
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Thomas G Hardy |
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10,920,362 |
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327,062 |
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1,377,040 |
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Thomas Berglund |
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10,919,962 |
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327,462 |
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1,377,040 |
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Marvin E Lesser |
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11,100,310 |
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147,114 |
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1,377,040 |
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Glenda Chamberlain |
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11,099,810 |
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147,614 |
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1,377,040 |
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James Long |
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10,919,862 |
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327,562 |
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1,377,040 |
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James Grover |
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10,903,714 |
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343,710 |
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1,377,040 |
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Emilio Pedroni |
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10,919,992 |
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327,432 |
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1,377,040 |
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Proposal 2
The appointment of Ernst & Young, LLP as the Company’s independent registered accounting firm for fiscal 2010 was ratified. Voting results on this proposal were as follows:
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Votes |
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Votes |
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Votes |
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For |
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Against |
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Abstained |
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Non Votes |
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12,623,487 |
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528 |
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449 |
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— |
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Proposal 3
Stockholders approved an amendment to the Company’s Certificate of Incorporation to decrease the number of authorized shares of common stock from 100 million to 25 million. This change resulted in total authorized shares of capital stock of 35 million (25 million shares of common stock and 10 million shares of preferred stock). The change in authorized shares became effective on May 6, 2010, upon the filing of a Certificate of Amendment with the Delaware Secretary of State. Voting results on this proposal were as follows:
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Votes |
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Votes |
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Votes |
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For |
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Against |
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Abstained |
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Non Votes |
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12,542,337 |
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81,878 |
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249 |
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— |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 – Certificate of Amendment dated May 5, 2010.
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.
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GOLFSMITH INTERNATIONAL HOLDINGS, INC. |
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May 6, 2010 |
By: |
/s/ Sue E. Gove |
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Name: Sue E. Gove |
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Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer |