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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 9, 2023
 
DELTA APPAREL, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Georgia
 
 
(State or Other Jurisdiction of Incorporation)
 
 
 
 
1-15583
 
58-2508794
(Commission File Number)
 
(IRS Employer Identification No.)
 
2750 Premiere Pkwy., Suite 100,
Duluth, Georgia
 
30097
(Address of principal executive offices)
 
(Zip Code)
 
 
(678) 775-6900
 
(Registrant's Telephone Number Including Area Code)
 
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))
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.  ☐
 
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
DLA 
NYSE American 
 
 

 
 
Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
Delta Apparel, Inc. (the "Company") held its annual meeting of shareholders on February 9, 2023 (the "Annual Meeting").  The Company received proxies totaling 91.03% of its issued and outstanding shares of common stock, representing 6,373,794 shares of common stock, as of the record date.  At the Annual Meeting, the shareholders voted on the following proposals, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 20, 2022, and the results of the voting are presented below.
 
 
For
Against
Withheld
Broker Non-Vote
1
Election of Directors
       
 
Anita D. Britt
4,988,308 240,128 2,239 1,143,119
 
J. Bradley Campbell
4,279,729 949,201 1,745 1,143,119
  Glenda E. Hood 4,355,222 859,325 16,128 1,143,119
 
Robert W. Humphreys
4,529,461 691,695 9,519 1,143,119
  Sonya E. Medina 5,220,906 7,461 2,308 1,143,119
 
A. Alexander Taylor, II
4,290,397 938,243 2,035 1,143,119
 
David G. Whalen
4,249,828 978,798 2,049 1,143,119
 
Each of the director nominees was elected, by the above-indicated votes, to serve on the Delta Apparel, Inc. Board of Directors until the next annual meeting of shareholders or until their successors are duly elected and qualified.
 
 
    For Against Abstain Broker Non-Vote
2 Approval of Executive Compensation on an Advisory Basis 2,055,129 3,148,229 27,317 1,143,119
 
 The compensation of the Company's named executive officers was not approved, on a non-binding advisory basis, by the above-indicated votes.
 
 
    For One Year For Two Years For Three Years Abstain Broker Non-Vote
3 Frequency of Future Advisory Votes on Executive Compensation 4,283,294 12,157 933,091 2,133 0
 
An annual frequency for future advisory votes on the compensation of the Company's named executive officers was approved, on an advisory basis, by the above-indicated votes. After considering the results of the votes, the Company has decided to include in its proxy materials an advisory vote on the compensation of the Company's named executive officers every year until the next vote on the frequency of shareholder advisory votes on the compensation of named executive officers as required by law or otherwise.
 
 
    For Against Abstain   Broker Non-Vote
4 Ratification of the Appointment of Ernst & Young, LLP as Independent Registered Public Accounting Firm for Fiscal Year 2023  6,371,104 1,916 774   0
    
Ernst & Young, LLP was ratified as the Company's independent registered public accounting firm for the Company's 2023 fiscal year by the above-indicated 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.
 
 
 
DELTA APPAREL, INC.
 
 
 
 
 
 
Date:
February 14, 2023
/s/ S. Lauren Satterfield
 
 
S. Lauren Satterfield
 
 
Deputy General Counsel and Corporate Secretary