8-K


 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 3, 2016
 


THE DIXIE GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
Tennessee
 
0-2585
 
62-0183370
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

475 Reed Road, Dalton, Georgia
 
30720
(Address of principal executive offices)
 
(zip code)
 
(706) 876-5800
(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 (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))

 

1



 Item 5.07 Submission of Matters to a Vote of Security Holders
 
The 2016 annual meeting of the shareholders (the “meeting”) of the Dixie Group, Inc. (the “Company”) was held on May 3, 2016. The final voting results for each of the proposals submitted for vote by the shareholders are set forth below.
 
Proposal 1 - The number of Directors was set at nine, and the individuals listed below were elected for a term of one year each, as follows:
 
Votes For

Votes Against

Abstentions
Broker Non-Votes

 
 
 
 
 
William F. Blue, Jr.
26,406,095

1,813,505

 
3,078,609

 
 
 
 
 
Charles E. Brock
26,568,079

1,651,521

 
3,078,609

 
 
 
 
 
Daniel K. Frierson
26,545,949

1,673,651

 
3,078,609

 
 
 
 
 
D. Kennedy Frierson, Jr.
25,692,012

2,527,588

 
3,078,609

 
 
 
 
 
Walter W. Hubbard
26,405,997

1,813,603

 
3,078,609

 
 
 
 
 
Lowry F. Kline
26,404,797

1,814,803

 
3,078,609

 
 
 
 
 
Hilda S. Murray
26,568,096

1,651,504

 
3,078,609

 
 
 
 
 
John W. Murrey, III
26,545,908

1,673,692

 
3,078,609

 
 
 
 
 
Michael L. Owens
26,569,760

1,649,840

 
3,078,609


Proposal 2 - Approval of the adoption of the Company's 2016 Incentive Compensation Plan, pursuant to which the Company may issue up to an aggregate of 800,000 shares of its Common Stock or Class B Common Stock on the terms and conditions set forth in the plan.
 
Votes For

Votes Against

Abstentions

Broker Non-Votes

 
 
 
 
 
 
26,351,007

1,838,867

29,726

3,078,609


Proposal 3 - Approval of the material terms of the Performance Goals for the Annual Incentive Compensation Plan applicable to 2016-2020.
 
Votes For

Votes Against

Abstentions

Broker Non-Votes

 
 
 
 
 
 
26,550,540

1,590,902

78,158

3,078,609


Proposal 4 - Approval of the Company's Executive Compensation for its named executive officers ("Say-on-Pay").
 
Votes For

Votes Against

Abstentions

Broker Non-Votes

 
 
 
 
 
 
26,270,571

1,867,853

81,176

3,078,609


2



Proposal 5 - Appointment of Dixon Hughes Goodman LLP to serve as independent registered public accountants of the Company for 2016.
 
Votes For

Votes Against

Abstentions

Broker Non-Votes
 
 
 
 
 
 
31,201,337

39,937

56,935

 







3



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.
 
Date: May 6, 2016
 
THE DIXIE GROUP, INC.
 
 
 
 
 
 By: /s/ Jon A. Faulkner   
 
 
Jon A. Faulkner
 
 
Chief Financial Officer