UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| FORM | |||||
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report: June 16, 2021
(Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(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):
| 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)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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| 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 | |||||
| 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. | ☐ | ||||
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 2021 Annual Meeting of Shareholders on June 16, 2021 (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 April 29, 2021 (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 | 12,743,892 | 156,581 | 7,831,472 | |||||||||||||||||
| Richard A. Horn | 12,658,702 | 241,771 | 7,831,472 | |||||||||||||||||
| M. Carl Johnson, III | 12,725,111 | 175,362 | 7,831,472 | |||||||||||||||||
| Patricia M. Ross | 12,754,793 | 145,680 | 7,831,472 | |||||||||||||||||
| Anne G. Saunders | 12,732,550 | 167,923 | 7,831,472 | |||||||||||||||||
| Marvin G. Siegert | 12,441,660 | 458,813 | 7,831,472 | |||||||||||||||||
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 | |||||||||||||||||
| 12,036,263 | 302,173 | 562,037 | 7,831,472 | |||||||||||||||||
3. 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, 2022.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 20,660,267 | 34,052 | 37,626 | ||||||||||||
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.
| NAUTILUS, INC. | |||||||||||
| (Registrant) | |||||||||||
| June 21, 2021 | By: | /s/ Aina E. Konold | |||||||||
| Date | Aina E. Konold | ||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||