Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: August 2, 2022
(Date of earliest event reported)
_________________________________________
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
__________________________________________
Washington
001-31321
94-3002667
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
17750 S.E. 6th Way
Vancouver, Washington98683
(Address of principal executive offices, including zip code)
(360)859-2900
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, no par value
NLS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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NAUTILUS, INC.
FORM 8-K
Item 5.07
Submission of Matters to a Vote of Security Holders.
Nautilus, Inc. (the "Company") held via webcast its 2022 Annual Meeting of Shareholders on August 2, 2022 (the "Annual Meeting"). At the Annual Meeting, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 17, 2022 (the "Proxy Statement").
The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated.
1. To elect a Board of Directors, consisting of six (6) members, to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified.
Nominee
Shares For
Shares Withheld
Broker Non-Votes
James Barr, IV
10,304,689
581,485
10,332,697
Anne G. Saunders
10,114,876
771,298
10,332,697
Patricia M. Ross
10,292,439
593,735
10,332,697
Shailesh Prakash
10,316,761
569,413
10,332,697
Kelley Hall
10,058,465
827,709
10,332,697
Ruby Sharma
10,320,799
565,375
10,322,697
Following the Annual Meeting, Anne G. Saunders was elected by the newly elected Board of Directors (the “Board”) to serve as Chair of the Board.
2. To approve the compensation of the named executive officers in a non-binding, advisory vote, as reported in the Proxy Statement.
Votes For
Votes Against
Abstentions
Broker Non-Votes
8,346,344
1,592,152
947,678
10,332,697
3. To approve the amendment and restatement of the Company’s Amended 2015 Long-Term Incentive Plan.
Votes For
Votes Against
Abstentions
Broker Non-Votes
5,265,187
5,190,959
430,028
10,322,697
4. To ratify the Audit Committee's appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023.
Votes For
Votes Against
Abstentions
20,566,311
331,452
321,108
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.