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 30, 2012
COMPASS DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
| Delaware | 001-34927 | 57-6218917 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-34926 | 20-3812051 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Sixty One Wilton Road
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K 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)) |
| Section 5 | Corporate Governance and Management |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On May 30, 2012, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company”) (NYSE: CODI) (collectively “CODI”) held their 2012 Annual Meeting of Shareholders (the “Annual Meeting”), at the Hilton Rye Town, 699 Westchester Avenue, Rye Brook, New York 10573. A total of 48,300,000 shares of the Company’s common stock were entitled to vote as of April 12, 2012, the record date for the Annual Meeting. There were 41,155,751 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.
Proposal 1. Election of Directors
With respect to the election of the following nominees as Class III directors of the Company to hold office for a three-year term, ending at the 2015 Annual Meeting, the shareholders voted as set forth in the table below:
| For | Withheld | Broker Non-Vote | ||||||||||
| C. Sean Day |
25,020,537 | 355,100 | 15,780,114 | |||||||||
| D. Eugene Ewing |
25,137,232 | 238,405 | 15,780,114 | |||||||||
Based on the votes set forth above, Messrs. Day and Ewing were duly elected to serve as Class III directors of the Company for a three-year term, ending at the 2015 Annual Meeting.
Proposal 2. Advisory Vote Regarding Executive Compensation (“Say-on-Pay”)
With respect to the non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in CODI’s Proxy Statement, the shareholders voted as set forth in the table below:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 24,490,251 | 686,819 | 198,567 | 15,780,114 | |||||||||||
Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.
Proposal 3. Ratification of Selection of Independent Auditor
The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2012 received the following votes:
| For | Against | Abstain | ||||||||
| 40,541,607 | 484,552 | 129,592 | ||||||||
Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2012 fiscal year was duly ratified by the shareholders.
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.
| Date: May 31, 2012 | COMPASS DIVERSIFIED HOLDINGS | |||
| By: | /s/ James J. Bottiglieri | |||
| James J. Bottiglieri | ||||
| Regular Trustee | ||||
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.
| Date: May 31, 2012 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | |||
| By: | /s/ James J. Bottiglieri | |||
| James J. Bottiglieri | ||||
| Chief Financial Officer | ||||