Item 5.02 and 5.07 (2015 Annual Meeting Voting Results)


 
 
 
 
 
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): May 6, 2015

 
 
 
 
 
 Avon Products, Inc.
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
 
 
 
New York
 
1-4881
 
13-0544597
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
777 Third Avenue
New York, N.Y. 10017-1307
(Address of principal executive offices) (Zip Code)
(212) 282-5000
(Registrant’s telephone number, including area code) 
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:
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))

 
 
 
 
 











INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2015 Annual Meeting of Shareholders (the "2015 Annual Meeting") of Avon Products, Inc. (the "Company") held on May 6, 2015, the Company’s shareholders, upon the recommendation of the Board of Directors, approved the Amended and Restated Avon Products, Inc. 2013 Stock Incentive Plan (the "Amended Plan"), which was previously adopted by the Board of Directors, subject to the approval by the shareholders. The Amended Plan (i) increases the number of shares that may be made subject to awards by 13 million shares, from 42 million shares previously authorized to 55 million shares, and (ii) increases the maximum number of shares that may be made subject to awards for any one eligible participant in any calendar year from 3 million shares to 4 million shares.
 
A more detailed summary of the Amended Plan can be found in the Company’s Proxy Statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on March 27, 2015 (the "Proxy Statement"). The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Amended Plan and are qualified by reference to the text of the Amended Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of voting on each of the matters submitted to a vote of shareholders at the 2015 Annual Meeting are set forth below.

1. Each of the director nominees listed below were elected for one-year terms expiring in 2016:
 
 
Votes For
 
Withheld
 
Broker
Non-Votes
Douglas R. Conant
 
317,773,339
 
18,467,729
 
30,507,689
W. Don Cornwell
 
291,059,289
 
45,181,779
 
30,507,689
V. Ann Hailey
 
292,612,047
 
43,629,021
 
30,507,689
Nancy Killefer
 
321,875,080
 
14,365,988
 
30,507,689
Susan J. Kropf
 
306,646,855
 
29,594,213
 
30,507,689
Maria Elena Lagomasino
 
282,454,107
 
53,786,961
 
30,507,689
Sara Mathew
 
323,091,267
 
13,149,801
 
30,507,689
Helen McCluskey
 
320,880,458
 
15,360,610
 
30,507,689
Sherilyn S. McCoy
 
321,403,663
 
14,837,405
 
30,507,689
Charles H. Noski
 
322,012,220
 
14,228,848
 
30,507,689
Gary M. Rodkin
 
288,700,779
 
47,540,289
 
30,507,689
Paula Stern
 
287,043,932
 
49,197,136
 
30,507,689

2. The advisory vote on executive compensation was approved:
Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
237,556,745
 
97,656,510
 
1,027,813
 
30,507,689
(Page 2 of 4)






3. The Company's Amended and Restated 2013 Stock Incentive Plan was approved:
Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
276,489,794
 
58,813,628
 
937,645
 
30,507,690

4. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2015 was ratified:
Votes For
 
Votes
Against
 
Abstentions
364,124,224
 
1,799,363
 
825,170


5. The shareholder proposal requesting proxy access was approved:
Votes For
 
Votes
Against
 
Abstentions
 
Broker
Non-Votes
253,679,164
 
81,422,429
 
1,139,475
 
30,507,689

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1
  
Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix A to Avon's Proxy Statement as filed on March 27, 2015).


(Page 3 of 4)






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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVON PRODUCTS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          (Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By
/s/ Jeff Benjamin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name: Jeff Benjamin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer

Date: May 12, 2015
 
(Page 4 of 4)






EXHIBIT INDEX
 
 
 
 
Exhibit
  
 
No.
 
Description
 
 
10.1
  
Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix A to Avon's Proxy Statement as filed on March 27, 2015).