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): February 28, 2013
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Johnson Outdoors Inc.
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(Exact name of registrant as specified in its charter)
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Wisconsin
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0-16255
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39-1536083
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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555 Main Street, Racine, Wisconsin 53403
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(Address of principal executive offices, including zip code)
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(262) 631-6600
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Johnson Outdoors Inc. (the "Company") was held on February 28, 2013. The matters voted on at the Annual Meeting were as follows:
1. Election of Directors:
The following individuals were elected to the Board of Directors for terms that expire at the next annual meeting of shareholders.
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Class A Directors:
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Terry E. London
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7,525,012 | 155,940 | 160,974 | |||||||||
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John M. Fahey, Jr.
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7,523,770 | 157,182 | 160,974 | |||||||||
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Class B Directors:
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Helen P. Johnson-Leipold
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1,209,552 | 0 | 0 | |||||||||
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Thomas F. Pyle, Jr.
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1,209,552 | 0 | 0 | |||||||||
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W. Lee McCollum
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1,209,552 | 0 | 0 | |||||||||
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Edward F. Lang
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1,209,552 | 0 | 0 | |||||||||
Nominations were made by the Board of Directors and no other nominations were made by any shareholder. All of the nominees were members of the Board of Directors at the date of the Annual Meeting.
2. Ratification of the Appointment of Independent Registered Public Accountants for the Company for the Fiscal Year Ending September 27, 2013:
The shareholders voted to ratify the appointment of McGladrey LLP by the Audit Committee of the Company’s Board of Directors as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2013.
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Votes For (1)
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Votes Against (1)
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Abstentions (1)
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Broker Non-Votes (1)
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| 19,931,430 | 3,356 | 2,660 | 0 |
________________________
(1) Votes cast for or against and abstentions with respect to this proposal reflect that holders of Class B shares are entitled to 10 votes per share when voting together with holders of Class A shares.
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3. Advisory (non-binding) vote on executive compensation:
The shareholders approved the non-binding advisory proposal on executive compensation as disclosed in the proxy statement for the Annual Meeting of Shareholders.
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Votes For (1)
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Votes Against (1)
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Abstentions (1)
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Broker Non-Votes (1)
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| 19,666,440 | 93,314 | 16,718 | 160,974 |
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(1) Votes cast for or against and abstentions with respect to this proposal reflect that holders of Class B shares are entitled to 10 votes per share when voting together with holders of Class A shares.
4. Proposal to adopt and approve the 2012 Non-Employee Director Stock Ownership Plan:
The shareholders approved the proposal to adopt the 2012 Non-Employee Director Stock Ownership Plan as disclosed in the proxy statement for the Annual Meeting of Shareholders.
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Votes For (1)
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Votes Against (1)
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Abstentions (1)
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Broker Non-Votes (1)
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| 18,859,616 | 910,551 | 6,305 | 160,974 |
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(1) Votes cast for or against and abstentions with respect to this proposal reflect that holders of Class B shares are entitled to 10 votes per share when voting together with holders of Class A shares.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On February 28, 2013, Johnson Outdoors Inc. (the “Company”) issued a press release announcing the results from the annual shareholders meeting held on February 28, 2013 (the “Press Release”). As disclosed in that press release and after completion of voting at the annual meeting, Company management discussed the Company’s marketplace and financial performance pursuant to its 2012 strategic plan. A copy of the Press Release is attached as Exhibit 99.1 to this report. The attached Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-k.
The information in this Form 8-K, including Items 7.01 and 9.01 and the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release of Johnson Outdoors Inc., issued February 28, 2013.
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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.
JOHNSON OUTDOORS INC.
Date: March 4, 2013
BY /s/ David W. Johnson
David W. Johnson, Vice President and Chief
Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
At Johnson Outdoors Inc.
Cynthia Georgeson
VP - Worldwide Communication
262-631-6600
JOHNSON OUTDOORS’ SHAREHOLDERS GIVE VOTE OF APPROVAL
Racine, Wisconsin, February 28, 2013……Johnson Outdoors Inc. (Nasdaq: JOUT) today announced shareholders voted FOR all proposals before them at the Company’s 2013 Annual Shareholder Meeting on Thursday, February 28th in Racine, Wisconsin. Institutional Shareholder Services and Glass Lewis, the country’s leading independent proxy advisory firms, each recommended shareholder approval of the Company’s proposals.
At the meeting, shareholders 1) elected the proposed slate of directors for the coming year, 2) ratified the appointment of McGladrey LLP as the Company’s independent auditors, 3) endorsed executive compensation, and 4) approved a new Non-Employee Director Stock Ownership Plan. Items two and three were non-binding votes.
After completion of voting, management discussed the Company’s marketplace and financial performance pursuant to its C5 2010 – 2012 strategic plan, a period during which Johnson Outdoors increased revenue by 5 percent annually and grew profits faster than sales. Helen Johnson-Leipold, Chairman and Chief Financial Officer, outlined the Company’s new Value Plus three-year strategic plan with financial targets of 3-5 percent compound annual growth rate in sales and 5-7 percent operating profit by the end of Fiscal 2015.
ABOUT JOHNSON OUTDOORS INC.
JOHNSON OUTDOORS is a leading global outdoor recreation company that turns ideas into adventure with innovative, top-quality products. The company designs, manufactures and markets a portfolio of winning, consumer-preferred brands across four categories: Watercraft, Marine Electronics, Diving and Outdoor Gear. Johnson Outdoors' familiar brands include, among others: Old Town® canoes and kayaks; Ocean Kayak™ and Necky® kayaks; Carlisle® paddles; Extrasport® personal flotation devices; Minn Kota® motors; Cannon® downriggers; Humminbird® marine electronics; LakeMaster® electronic charts; SCUBAPRO® and SUBGEAR® dive equipment; Silva® compasses; Jetboil® outdoor cooking systems; and Eureka!® camping and hiking equipment.
Visit Johnson Outdoors at http://www.johnsonoutdoors.com
SAFE HARBOR STATEMENT
Certain matters discussed in this press release are “forward-looking statements,” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are considered forward-looking statements. These statements may be identified by the use of forward-looking words or phrases such as "anticipate,'' "believe,'' "could,'' "expect,'' "intend,'' "may,'' "planned,'' "potential,'' "should,'' "will,'' "would'' or the negative of those terms or other words of similar meaning. Such forward-looking statements are subject to certain risks and uncertainties, which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include changes in economic conditions, consumer confidence levels and discretionary spending patterns in key markets; the Company’s continued success in implementing its strategic plan, including its targeted sales growth platforms and focus on innovation; the Company’s success in integrating strategic acquisitions; litigation costs related to actions of and disputes with third parties, including competitors; the Company’s continued success in working capital management and cost-structure reductions; the Company’s ongoing success in meeting financial covenants in its credit agreements with lenders; risk of future write-downs of goodwill or other intangible assets; ability of the Company’s customers to meet payment obligations; movements in foreign currencies, interest rates and commodity costs; the success of suppliers and customers; the ability of the Company to deploy its capital successfully; adverse weather conditions; and other risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
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