Form 8-K FINISH LINE INC /IN/ For: Jul 14
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E-mailUNITED 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): July 13, 2016
The Finish Line, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Indiana | 0-20184 | 35-1537210 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
3308 North Mitthoeffer Road Indianapolis, Indiana | 46235 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 317-899-1022
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:
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2016, The Finish Line, Inc. (the "Company") held its 2016 Annual Meeting of Shareholders, at which the Company’s shareholders approved an amendment to The Finish Line, Inc. 2009 Incentive Plan, as amended and restated (the “2009 Incentive Plan”), to increase the number of shares of common stock available for issuance under the plan by 4,000,000 shares from 6,500,000 to 10,500,000, including an increase in the maximum number of shares which may be used for awards other than stock options or stock appreciation rights from 2,500,000 to 4,000,000.
The purpose of the amendment is to ensure that a sufficient reserve of shares of common stock remains available to allow the Company to continue to use equity incentives to attract and retain the services of qualified employees, directors, and officers of the Company and its subsidiaries whom are essential to the Company's long-term growth and success. The 2009 Incentive Plan and the amendment approved by the Company’s shareholders at the Annual Meeting are summarized in greater detail in the Company’s definitive proxy statement for the 2016 Annual Meeting filed with the Securities and Exchange Commission on June 3, 2016 under the caption “Amendment to The Finish Line, Inc. 2009 Incentive Plan,” which summary is incorporated by reference herein. Moreover, the foregoing description of the 2009 Incentive Plan and the amendment to the plan are qualified in their entirety by reference to the full text of the amendment as set forth on page 60 of the definitive proxy statement and to the full text of of the 2009 Incentive Plan, a copy of which was filed as Appendix A to the Company’s definitive proxy statement for the 2016 Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2016 Annual Meeting of Shareholders on July 14, 2016. The shares voted at the Annual Meeting, present in person or by proxy, constituted 93.9% of our shares outstanding and entitled to vote. The Company’s shareholders voted on the following proposals:
(i) The election of three Class III directors to serve on the Company’s Board of Directors until the 2019 Annual Meeting of Shareholders:
Director | For | Withheld | Broker Non-Votes | |||
Stephen Goldsmith | 35,993,561 | 930,501 | 2,893,910 | |||
Catherine A. Langham | 35,878,677 | 1,045,385 | 2,893,910 | |||
Norman H. Gurwitz | 36,019,029 | 905,033 | 2,893,910 | |||
(ii) Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 25, 2017:
For | Against | Abstain | Broker Non-Votes | |||
39,163,204 | 631,339 | 23,429 | — | |||
(iii) Approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers:
For | Against | Abstain | Broker Non-Votes | |||
36,240,185 | 607,236 | 76,641 | 2,893,910 | |||
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(iv) Approval of an amendment to The Finish Line, Inc. 2009 Incentive Plan, as amended and restated, to increase the number of shares of common stock available for issuance thereunder by 4,000,000 shares from 6,500,000 to 10,500,000, including an increase in the maximum number of shares which may be used for awards other than stock options or stock appreciation rights from 2,500,000 to 4,000,000:
For | Against | Abstain | Broker Non-Votes | |||
22,945,484 | 13,948,836 | 29,742 | 2,893,910 | |||
Item 8.01 Other Events.
On July 13, 2016, the Board authorized a new five million share repurchase plan. The plan will commence upon completion of the current plan, which has approximately 600,000 shares remaining. Information regarding the new repurchase plan is included in the copy of the press release attached to this Form 8-K as Exhibit 99.1.
On July 14, 2016, Mr. William Carmichael was appointed by the independent directors of the Company as Lead Director of the Board for an annual term. Mr. Carmichael has been a Board member since 2003 and will continue to serve as Chairman of the Audit Committee.
On July 14, 2016, the Company announced a cash dividend of $0.10 per share of the Company’s common shares. The cash dividend will be payable on September 12, 2016 to shareholders of record as of August 26, 2016. Information regarding the dividend is included in the copy of the press release attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Press Release issued July 14, 2016 | |
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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.
The Finish Line, Inc. | |||
Date: July 14, 2016 | By: | /s/ Edward W. Wilhelm | |
Name: | Edward W. Wilhelm | ||
Title: | Executive Vice President, Chief Financial Officer | ||
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Exhibit 99.1
Finish Line Declares Quarterly Cash Dividend,
Board Authorizes New Share Repurchase Plan
INDIANAPOLIS, July 14, 2016 - The Finish Line, Inc. (NASDAQ: FINL) announced today that its board of directors has declared a quarterly cash dividend of $0.10 per share of outstanding common stock. The quarterly cash dividend will be payable on September 12, 2016 to shareholders of record as of August 26, 2016.
The Board also authorized a new five (5) million share repurchase plan. The new plan will commence upon completion of the current plan which has approximately 600,000 shares remaining.
About The Finish Line, Inc.
The Finish Line, Inc. is a premium retailer of athletic shoes, apparel, and accessories. Headquartered in Indianapolis, Finish Line has approximately 980 Finish Line branded locations primarily in U.S. malls and shops inside Macy’s department stores and employs more than 14,000 sneakerologists who help customers every day connect with their sport, their life, and their style. Online shopping is available at www.finishline.com and www.macys.com. Mobile shopping is available at m.finishline.com. Follow Finish Line on Twitter at Twitter.com/FinishLine or Twitter.com/FinishLineNews and “like” Finish Line on Facebook at Facebook.com/FinishLine. Track loyalty points and find store and product information with the free Finish Line app downloadable for iOS and Android customers.
Finish Line also operates JackRabbit (previously referred to by the company as Running Specialty Group), which includes 71 specialty running stores in 17 states and the District of Columbia under the JackRabbit, The Running Company, Run On!, Blue Mile, Boulder Running Company, Roncker’s Running Spot, Running Fit, VA Runner, Capital RunWalk, Richmond RoadRunner, Garry Gribble’s Running Sports, Run Colorado, Raleigh Running Outfitters, Striders, and Indiana Running Company banners. More information is available at www.jackrabbit.com or www.boulderrunningcompany.com. Follow the latest about the brand on Twitter at Twitter.com/JackRabbit or Instagram via @JackRabbitNYC.
Forward-Looking Statements
This news release includes statements that are or may be considered “forward-looking” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “should,” “will,” “estimates,” “outlook,” “potential,” “optimistic,” “confidence,” “continue,” “evolve,” “expand,” “growth,” or words and phrases of similar meaning. Statements that describe objectives, plans, or goals also are forward-looking statements.
All of these forward-looking statements are subject to risks, management assumptions, and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. The principal risk factors that could cause actual performance and future actions to differ materially from the forward-looking statements include, but are not limited to, the company’s reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor); the availability and timely receipt of products; the ability to timely fulfill and ship products to customers; fluctuations in oil prices causing changes in gasoline and energy prices, resulting in changes in consumer spending as well as increases in utility, freight, and product costs; product demand and market acceptance risks; deterioration of macro-economic and business conditions; the inability to locate and obtain or retain acceptable lease terms for the company’s stores; the effect of competitive products and pricing; loss of key employees; execution of strategic growth initiatives (including actual and potential mergers and acquisitions and other components of the company’s capital allocation strategy); cybersecurity risks, including breach of customer data; a major failure of technology and information systems; and the other risks detailed in the company’s Securities and Exchange Commission filings. Readers are urged to consider these factors carefully in evaluating the forward-looking statements. The forward-looking statements included herein are made only as of the date of this report and Finish Line undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.
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Media Contact: | Investor Contact: |
Dianna L. Boyce | Ed Wilhelm |
Corporate Communications | Chief Financial Officer |
(317) 613-6577 | (317) 613-6914 |
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