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    G-III Apparel Group LTD. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/16/25 4:38:38 PM ET
    $GIII
    Apparel
    Consumer Discretionary
    Get the next $GIII alert in real time by email
    G III APPAREL GROUP LTD /DE/_June 12, 2025
    G III APPAREL GROUP LTD /DE/0000821002false00008210022025-06-122025-06-12

    ​

    ​

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 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): June 16, 2025 (June 12, 2025)

    ​

    G-III APPAREL GROUP, LTD.

    (Exact Name of Registrant as Specified in Charter)

    ​

    Delaware

    0-18183

    41-1590959

    (State or Other Jurisdiction

    of Incorporation)

    (Commission

    File Number)

    (I.R.S. Employer

    Identification No.)

    ​

    512 Seventh Avenue

    New York, New York, 10018

    (Address of Principal Executive Offices, and Zip Code)

    (212) 403-0500

    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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ​

    ◻

    Pre-commencement communication 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. ☐

    ​

    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 Stock, $0.01 par value per share

    GIII

    The Nasdaq Stock Market

    ​

    ​

    ​

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

    On June 12, 2025, G-III Apparel Group, Ltd. (the “Company” or “G-III”) held its Annual Meeting of Stockholders (the “2025 Annual Meeting”). A total of 39,435,553 shares were represented at the 2025 Annual Meeting and the Company’s stockholders took the following actions:

    ​

    Proposal No. 1: Election of Directors

    The Company’s stockholders elected each of the thirteen nominees for director to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified based on the following votes:

    ​

    ​

    ​

    ​

    ​

    Name

    Votes For

    Votes Withheld

    Broker Non-Votes

    Morris Goldfarb

    32,051,434

    5,167,579

    2,216,540

    Sammy Aaron

    31,611,295

    5,607,718

    2,216,540

    Thomas J. Brosig

    29,746,704

    7,472,309

    2,216,540

    Joyce F. Brown

    34,043,606

    3,175,407

    2,216,540

    Jeffrey Goldfarb

    31,877,180

    5,341,833

    2,216,540

    Victor Herrero

    34,187,429

    3,031,584

    2,216,540

    Robert L. Johnson

    34,021,761

    3,197,252

    2,216,540

    Patti H. Ongman

    33,266,304

    3,952,709

    2,216,540

    Laura Pomerantz

    30,433,034

    6,785,979

    2,216,540

    Michael Shaffer

    34,064,212

    3,154,801

    2,216,540

    Cheryl Vitali

    32,916,981

    4,302,032

    2,216,540

    Richard White

    30,063,143

    7,155,870

    2,216,540

    Andrew Yaeger

    34,206,098

    3,012,915

    2,216,540

    ​

    Proposal No. 2: Advisory Vote on Compensation of the Company’s Named Executive Officers

    The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as follows:

    ​

    ​

    ​

    ​

    Votes For

    Votes Against

    Abstentions

    Broker Non-Votes

    33,254,854

    3,622,644

    341,515

    2,216,540

    ​

    The Board and the Compensation Committee of the Board will consider the results of this advisory vote and its continuing stockholder outreach in making future decisions on named executive officer compensation.

    ​

    Proposal No. 3: Ratification of Independent Registered Public Accounting Firm

    ​

    The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 based on the following votes:

    ​

    ​

    ​

    ​

    ​

    Votes For

    Votes Against

    Abstentions

    Broker Non-Votes

    37,768,864

    1,328,218

    338,471

    -

    ​

    ​

    2

    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.

    ​

    ​

    ​

    ​

    G-III APPAREL GROUP, LTD.

    ​

    ​

    Date: June 16, 2025

    ​

    ​

    ​

    ​

    ​

    By:

    /s/ Neal S. Nackman

    ​

    Name:

    Neal S. Nackman

    ​

    Title:

    Chief Financial Officer

    ​

    ​

    ​

    ​

    3

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