tile20170516_8k.htm

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):     May 16, 2017

                                   

 

 

INTERFACE, INC.

 

(Exact name of Registrant as Specified in its Charter)

 

Georgia

 

001-33994

 

58-1451243

(State or other Jurisdiction of

Incorporation or Organization)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

2859 Paces Ferry Road, Suite 2000

Atlanta, Georgia

 

 

30339

(Address of principal executive offices)

 

(Zip code)

 

Registrant’s telephone number, including area code: (770) 437-6800

 

 

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 (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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

 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. ☐

 

 
 

 

 

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

 

Annual Meeting of Shareholders

 

(a)     The Company held its annual meeting of shareholders on May 16, 2017.

 

(b)     The matters considered at the annual meeting, and votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter were:

 

(i)     Election of Directors (elected by plurality vote):

 

 

For

Withheld

Non-Votes

       

John P. Burke

53,344,931

1,973,329

3,464,251

Andrew B. Cogan

42,439,379

12,878,881

3,464,251

Carl I. Gable

51,210,404

4,107,856

3,464,251

Jay D. Gould

53,602,820

1,715,440

3,464,251

Daniel T. Hendrix

51,283,022

4,035,238

3,464,251

Christopher G. Kennedy

50,430,646

4,887,614

3,464,251

K. David Kohler

50,812,057

4,506,203

3,464,251

Erin A. Matts

54,198,371

1,119,889

3,464,251

James B. Miller, Jr.

38,644,127

16,674,133  

3,464,251

Sheryl D. Palmer

53,715,059

1,603,201

3,464,251

 

(ii)     Approval of executive compensation:

 

 

For:

       32,553,378        

 
 

Against:

22,468,367

 
 

Abstain:

     296,515

 
 

Non-Votes:

  3,464,251

 

 

 

(iii)     Advisory vote on frequency of future advisory votes on executive compensation:

 

 

Every 3 years:

 10,580,174

 
 

Every 2 years:

        13,403

 
 

Every 1 year:

 44,688,990

 
 

Abstain:

        35,693

 
 

Non-Votes:

   3,464,251

 

 

(iv)     Ratification of the appointment of BDO USA, LLP to serve as independent auditors for 2017:

 

 

For:

         57,893,108           

 
 

Against:

    883,230 

 
 

Abstain:

        6,173 

 
 

Non-Votes

              0 

 

 

In light of the vote on frequency of shareholder advisory votes on executive compensation, the Board of Directors has decided to include a shareholder vote on executive compensation in the Company’s proxy materials each year until the next vote on frequency of shareholder advisory votes.

 

 
 

 

 

SIGNATURES

 

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.

 

 

 

INTERFACE, INC.

   
   

By:     

  /s/ David B. Foshee

 

David B. Foshee

 

Vice President

Date:  May 16, 2017