Business Context and Reporting Period
This Form 8-K reports on the results of the 2012 Annual Meeting of Stockholders for Prestige Brands Holdings, Inc. (now Prestige Consumer Healthcare Inc.), held on June 29, 2012. The filing details the voting outcomes for three specific proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results rather than financial performance data.
Material Changes and Voting Results
The following material events occurred at the Annual Meeting:
- Election of Directors: Stockholders voted to elect five directors to serve until the 2013 Annual Meeting. All nominees received a majority of votes cast "For":
- Matthew Mannelly: 28,643,836 For
- John Byom: 28,093,819 For
- Gary Costley: 27,811,626 For
- Charles Hinkaty: 28,091,816 For
- Patrick Lonergan: 25,878,682 For
- Ratification of Auditors: Stockholders ratified PricewaterhouseCoopers LLC as the independent registered public accounting firm for the fiscal year ending March 31, 2013.
- For: 45,040,338
- Against: 249,088
- Abstentions: 116,887
- Executive Compensation: A non-binding resolution to approve the compensation of named executive officers was passed.
- For: 40,786,116
- Against: 388,760
- Abstentions: 1,615,798
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document is limited to the tabulation of votes.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Confirm the specific compensation details referenced in the proxy statement for the non-binding executive compensation vote.
- Note that the fiscal year referenced for the auditor ratification ends on March 31, 2013.
- Observe the significant number of broker non-votes (2,615,639) recorded for the director elections and executive compensation vote.