G III APPAREL GROUP LTD /DE/

Current report (Form 8-K) · Jun 12, 2026 · Item 5.07

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GIII

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Primary topic

Item 5.07

Filed

Jun 12, 2026

Filing summary Workforce analysis SEC documents(7)Filing text

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8-K

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giii-20260611x8k.htm

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8-K · giii-20260611x8k.htm iXBRL 0000821002 2026-06-11 2026-06-11 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 12, 2026 ( June 11, 2026 ) 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 11, 2026, G-III Apparel Group, Ltd. (the “Company” or “G-III”) held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 36,131,990 shares were represented at the 2026 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 eleven 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 33,911,381 825,755 1,394,854 Sammy Aaron 33,959,128 778,008 1,394,854 Thomas J. Brosig 32,021,253 2,715,883 1,394,854 Joyce F. Brown 34,093,539 643,597 1,394,854 Jeffrey Goldfarb 34,154,345 582,791 1,394,854 Victor Herrero 26,219,740 8,517,396 1,394,854 Patti H. Ongman 34,334,651 402,485 1,394,854 Michael Shaffer 31,639,230 3,097,906 1,394,854 Cheryl Vitali 33,665,334 1,071,802 1,394,854 Richard White 29,730,748 5,006,388 1,394,854 Andrew Yaeger 31,737,604 2,999,532 1,394,854 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 28,785,238 5,897,634 54,264 1,394,854 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: Vote to Approve the Amendment to the Company’s 2023 Long Term Incentive Plan The Company’s stockholders approved the amendment to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”), to increase the number of shares of common stock authorized for grant and issuance under the 2023 Plan by 2,500,000 shares based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 33,776,658 907,852 52,626 1,394,854 Proposal No. 4: 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, 2027 based on the following votes: Votes For Votes Against Abstentions Broker Non-Votes 35,334,411 746,328 51,251 - 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 12, 2026 By: /s/ Neal S. Nackman Name: Neal S. Nackman Title: Chief Financial Officer 3

Document text

8-K · giii-20260611x8k.htm iXBRL

0000821002 2026-06-11 2026-06-11
 
 
 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 12, 2026 ( June 11, 2026 )
 

 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 11, 2026, G-III Apparel Group, Ltd. (the “Company” or “G-III”) held its Annual Meeting of Stockholders (the “2026 Annual Meeting”). A total of 36,131,990 shares were represented at the 2026 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 eleven 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
 33,911,381
 825,755
 1,394,854

 Sammy Aaron
 33,959,128
 778,008
 1,394,854

 Thomas J. Brosig
 32,021,253
 2,715,883
 1,394,854

 Joyce F. Brown
 34,093,539
 643,597
 1,394,854

 Jeffrey Goldfarb
 34,154,345
 582,791
 1,394,854

 Victor Herrero
 26,219,740
 8,517,396
 1,394,854

 Patti H. Ongman
 34,334,651
 402,485
 1,394,854

 Michael Shaffer
 31,639,230
 3,097,906
 1,394,854

 Cheryl Vitali
 33,665,334
 1,071,802
 1,394,854

 Richard White
 29,730,748
 5,006,388
 1,394,854

 Andrew Yaeger
 31,737,604
 2,999,532
 1,394,854

 
 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

 28,785,238
 5,897,634
 54,264
 1,394,854

 
 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: Vote to Approve the Amendment to the Company’s 2023 Long Term Incentive Plan
 
 The Company’s stockholders approved the amendment to the Company’s 2023 Long-Term Incentive Plan (the “2023 Plan”), to increase the number of shares of common stock authorized for grant and issuance under the 2023 Plan by 2,500,000 shares based on the following votes:
 
 

 

 

 

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 33,776,658
 907,852
 52,626
 1,394,854

 
 Proposal No. 4: 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, 2027 based on the following votes:
 
 

 

 

 

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 35,334,411
 746,328
 51,251
 -

 
 

 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 12, 2026
 

 
 
 

 
 By:
 /s/ Neal S. Nackman

 
 Name:
 Neal S. Nackman

 
 Title:
 Chief Financial Officer

 
 
 
 

 3

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