8-K 7-29-2014


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): July 29, 2014

 
CSS Industries, Inc.
 
 
(Exact name of registrant as specified in its charter)
 

 
 
 
Delaware
1-2661
13-1920657
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
 
 
1845 Walnut Street, Philadelphia, PA
 
19103
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
Registrant's telephone number, including area code: (215) 569-9900

 
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))


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

At our annual meeting of stockholders held on July 29, 2014 (the "Meeting"), the following matters were submitted to a vote of our stockholders: (1) election of a board of seven directors; (2) a proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015; and (3) a proposal to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2014.

The election of directors was determined by a plurality of the votes cast at the Meeting. The table below reflects the results of the vote for each of the seven nominees, each of whom was elected at the Meeting to serve on our board of directors until our 2015 annual meeting of stockholders and until the election and qualification of his or her successor.
Nominee Name
For
Withheld
Broker Non-Votes
 
Scott A. Beaumont
7,876,235

 
224,341

 
628,241

 
 
James H. Bromley
7,655,448

 
445,128

 
628,241

 
 
Robert E. Chappell
7,878,625

 
221,951

 
628,241

 
 
Jack Farber
7,821,882

 
278,694

 
628,241

 
 
Elam M. Hitchner, III
3,851,127

 
4,249,449

 
628,241

 
 
Rebecca C. Matthias
7,872,413

 
228,163

 
628,241

 
 
Christopher J. Munyan
7,851,555

 
249,021

 
628,241

 
 

Our stockholders voted to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2015. The results of the vote were as follows:
For
Against
Abstain
Broker Non-Votes
8,563,030
158,850
6,937
—

Our stockholders voted to approve, on an advisory basis, the compensation paid to our named executive officers for the fiscal year ended March 31, 2014. The results of the vote were as follows:
For
Against
Abstain
Broker Non-Votes
7,965,161
83,384
52,028
628,244




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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.
                                
 
 
 
CSS Industries, Inc.
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ William G. Kiesling
 
 
 
 
William G. Kiesling
 
 
 
 
Vice President–Legal and Human Resources and General Counsel
 
 
 
 
 
 
 
 
 
 
Date:
August 1, 2014
 
 
 
 
 
 
 


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