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Form 8-K MATTRESS FIRM HOLDING For: May 27

June 2, 2015 4:44 PM EDT

 

 

 

 

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 27, 2015

 


 

MATTRESS FIRM HOLDING CORP.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

001-35354

 

20-8185960

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5815 Gulf Freeway, Houston, Texas

 

77023

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (713) 923-1090

 

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 (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))

 

 

 


 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders of the Company was held on May 27, 2015 in Houston, Texas. At the Annual Meeting of Stockholders, the stockholders voted on the following four proposals and cast their votes as follows:

 

Proposal 1:

 

Robert E. Creager, R. Stephen Stagner and William E. Watts were elected as directors to serve three-year terms expiring in 2018. The voting details are as follows:

 

 

 

 

 

 

 

 

 

 

For

 

Withheld Authority

 

Broker Non-Vote

 

Robert E. Creager

 

32,448,893

 

117,004

 

1,009,330

 

R. Stephen Stagner

 

32,430,432

 

135,465

 

1,009,330

 

William E. Watts

 

32,410,322

 

155,575

 

1,009,330

 

 

 

 

 

 

 

 

 

 

Proposal 2:

 

Proposal 2 was a proposal to hold an advisory vote on executive compensation for the fiscal year ending February 3, 2015, as described in the proxy materials. This proposal was approved and the voting details are as follows:

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

31,360,650

 

1,204,675

 

572

 

1,009,330

 

 

Proposal 3:

 

Proposal 3 was a proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy materials. The frequency of “1 Year” received the highest number of votes and the voting details are as follows:

 

 

 

 

 

 

 

 

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

29,603,545

 

628,390

 

2,333,405

 

557

 

 

In light of this majority vote in favor of a frequency of “1 Year”, the Company has decided to annually submit to the Company’s stockholders, on a non-binding, advisory basis, a vote on executive compensation.

 

Proposal 4:

 

Proposal 4 was a proposal to ratify the appointment by the audit committee of the board of directors of the Company of Deloitte & Touche LLP, independent public accountants, as the Company’s auditors for the fiscal year ending February 2, 2016. This proposal was approved and the voting details are as follows:

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

33,363,919

 

209,861

 

1,447

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 


 

 

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.

 

 

 

MATTRESS FIRM HOLDING CORP.

 

 

 

Date: June 2, 2015

 

By:

/s/ Alex Weiss

 

 

 

Alex Weiss

 

 

 

Chief Financial Officer

 

 




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