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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2016

 

 

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))

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 23, 2016, the Compensation Committee of the Board of Directors of Movado Group, Inc. (the “Company”) approved special compensatory arrangements for the Company’s President, Ricardo Quintero. Specifically, the Compensation Committee awarded Mr. Quintero 25,000 stock options with three-year cliff vesting and a lump-sum bonus of $200,000.  If Mr. Quintero’s employment is terminated by the Company for cause or if Mr. Quintero terminates his employment voluntarily in either case prior to June 23, 2018, he will be obligated to repay a pro-rated amount of the cash bonus.

The above description is qualified by reference to the letter agreement dated June 23, 2016 between the Company and Mr. Quintero, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.03.

Amendments to Articles of incorporation or Bylaws; Change in Fiscal Year.

On June 23, 2016, the Board of Directors adopted an amendment and restatement of the Company's Restated By-laws, effective July 1, 2016.  The revised By-laws delete all references to the position of “Vice Chairman” in light of the Company’s previously-announced decision not to replace Richard Coté’s role as Vice Chairman and Chief Operating Officer when Mr. Coté retires effective July 1, 2016.

The above description of the Restated By-laws effective July 1, 2016 is qualified by reference to the Company's Restated By-laws, as amended, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a)                  Annual Meeting. The 2016 Annual Meeting of Shareholders of the Company was held on June 23, 2016.

(b)                  Matters Voted Upon; Voting Results.  The following matters were submitted for a vote of the Company’s shareholders.

Matter One.   Election of Directors.     Each of the nine nominees listed below was elected a director of the Company to hold office until the next annual meeting of the shareholders and until his or her successor has been elected and qualified.

 

 

Matter Two.     Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2017.

  

 

Matter Three.     Adoption, on an advisory basis, of a resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement for the Company’s 2016 Annual Meeting of Shareholders.

  

 

 

(d) Exhibits.

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