MIk_8-K_Jun2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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): June 1 2016

 

THE MICHAELS COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)

 

Delaware
(State or Other Jurisdiction
of Incorporation)

 

001-36501
(Commission
File Number)

 

37-1737959
(IRS Employer
Identification No.)

 

8000 Bent Branch Drive

Irving, Texas   75063

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (972) 409-1300

 

 

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 5.07. Submission of Matters to a Vote of Security Holders.

The 2016 Annual Meeting of Stockholders of The Michaels Companies, Inc. (the “Company”) was held on June 1, 2016. A total of 199,931,061 shares were present or represented by proxy at the meeting, representing approximately 96.3% of all shares entitled to vote at the meeting. The matters presented for a vote and the related results are as follows:

1.

Election of Directors

 

 

Proposal one was the election of eleven nominees to serve as directors of the Company each for a term of one year. The results of the vote were as follows:

 

 

 

 

 

 

 

 

 

 

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Joshua Bekenstein

 

164,922,123

 

32,203,292

 

2,805,646

Nadim El Gabbani

 

168,586,388

 

28,539,027

 

2,805,646

Monte E. Ford

 

192,715,596

 

4,409,819

 

2,805,646

Karen Kaplan

 

192,677,675

 

4,447,740

 

2,805,646

Lewis S. Klessel

 

168,586,845

 

28,538,570

 

2,805,646

Matthew S. Levin

 

152,099,455

 

45,025,960

 

2,805,646

John J. Mahoney

 

192,019,522

 

5,105,893

 

2,805,646

James A. Quella

 

169,070,770

 

28,054,645

 

2,805,646

Beryl B. Raff

 

192,677,572

 

4,447,843

 

2,805,646

 Carl S. Rubin

 

151,210,170

 

45,915,245

 

2,805,646

Peter F. Wallace

 

152,099,151

 

45,026,264

 

2,805,646

Pursuant to the foregoing votes, the eleven nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.

 

 

2.

Ratification of the Independent Registered Public Accountants

Proposal two was the ratification of the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the vote were as follows:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

199,836,306

 

86,073

 

8,682

 

0

Pursuant to the foregoing vote, the ratification of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the current fiscal year was approved.

 

 

 

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.

 

 

THE MICHAELS COMPANIES, INC.

     

       By:  /s/ Michael J. Veitenheimer                           

        Michael J. Veitenheimer

        Executive Vice President, Secretary

    and General Counsel

 

 

Date: June 2, 2016