UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Name of Registrant as Specified in its Charter)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
MOVADO GROUP, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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MOVADO GROUP, INC.
650 From Road, Ste. 375
Paramus, New Jersey 07652-3556
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 21, 2018
25, 2020
The 20182020 Annual Meeting of Shareholders of Movado Group, Inc. will be held on Thursday, June 21, 201825, 2020 at 10:00 a.m., local time, at the Company’s offices located at 25 West 39th39th Street, 15th15th Floor, New York, NY 1001810018. However, due to concerns regarding the COVID-19 outbreak and to assist in protecting the health and well-being of our shareholders, directors, and employees, the Company is making contingency plans to hold the Annual Meeting of Shareholders electronically rather than in person. We will implement these contingency plans only if the requirement under New York corporate law to hold an in-person meeting is waived by relevant governmental action and we deem a virtual-only meeting to be in the best interest of our shareholders, directors, and employees. If implemented, the virtual meeting format will allow shareholders the opportunity to vote their shares on the date of the Annual Meeting and to participate and ask questions during the meeting. We may also change the venue for the in-person meeting option if required by the circumstances. In any such case, we would notify our shareholders in advance on the www.virtualshareholdermeeting.com/MOV2020 website and by issuing a press release and filing it as additional proxy material with the Securities and Exchange Commission.
We encourage shareholders to visit the www.virtualshareholdermeeting.com/MOV2020 website for the most up-to-date information on the Annual Meeting, any procedures and limitations concerning in-person or virtual meeting attendees, and information regarding any government-imposed limits on public gatherings applicable to the Annual Meeting that may be in effect at that time.
The 2020 Annual Meeting of Shareholders is being held for the following purposes:
1. | To elect |
2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, |
3. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation.” |
4. | To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. |
Holders of the Company’s Common Stock and Class A Common Stock of record at the close of business on May 1, 2018April 30, 2020 are entitled to notice of, and to vote at, the Annual Meeting of Shareholders or any postponements or adjournments thereof.
Again this year, we will furnish proxy materials to our shareholders via the Internet in order to expedite shareholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
Accordingly, we are mailing to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials, which provides instructions on how to access the attached proxy statement and our annual report to shareholders for the fiscal year ended January 31, 20182020 via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.
Dated: May 12, 2020 | | By order of the Board of Directors | |
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| | /s/ Mitchell C. Sussis | |
| | Secretary and General Counsel |
Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please follow the instructions you received to vote your shares as soon as possible, to ensure that your shares are represented at the Annual Meeting. Shareholders of record, or beneficial shareholders named as proxies by their shareholders of record, who attend the meeting may vote their shares personally, even though they have sent in proxies or voted online.
MOVADO GROUP, INC.
PROXY STATEMENT
Annual Meeting of Shareholders of Movado Group, Inc. to be held on Thursday, June
25, 2020
Some Questions You May Have Regarding This Proxy Statement
What is the purpose of these materials?
The Board of Directors (the “Board of Directors”) of Movado Group, Inc. (the “Company”) is soliciting proxies for our 20182020 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 21, 201825, 2020 at 10:00 a.m., local time, at the Company’s offices located at 25 West 39th Street, 15th Floor, New York, NY 10018.10018, subject to change as described in the Notice of Annual Meeting to which this proxy statement is attached. The information included in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, the compensation of Directors and our most highly-paid executive officers, and other required information. Our annual report to shareholders for the fiscal year ended January 31, 20182020 is available to review with this proxy statement. We are mailing a notice of the Annual Meeting (and, for those who request it, a paper copy of this proxy statement and the enclosed form of proxy) to our shareholders on or about May 11, 2018.
12, 2020.
What proposals will be voted on at the Annual Meeting?
The three matters scheduled to be voted on at the Annual Meeting are:
1. | The election of |
2. | The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, |
3. | The approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation.” |
In addition, such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof may be voted on.
Who can vote at the Annual Meeting?
Anyone owning shares of the Company’s Common Stock and/or its Class A Common Stock at the close of business on May 1, 2018,April 30, 2020, the record date for this year’s Annual Meeting, is entitled to attend and to vote on all items properly presented at the Annual Meeting.
Who is asking me for my vote?
The Company is soliciting your proxy on behalf of the Board of Directors and has retained Broadridge Investor Communications Solutions, Inc. (“Broadridge”), professional proxy solicitors, to assist with the solicitation. We will pay the entire cost of this proxy solicitation, including the cost of preparing and mailing the Notice of Internet Availability of Proxy Material and the Proxy Statement and Broadridge’s fee, which we expect to be less than $10,000.
What are my voting rights?
Each share of Common Stock is entitled to one vote and each share of Class A Common Stock is entitled to 10 votes on each matter properly presented at the Annual Meeting. At the close of business on May 1, 2018,April 30, 2020, the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 16,470,94416,520,133 shares of Common Stock outstanding and 6,626,9506,608,548 shares of Class A Common Stock outstanding. The Common Stock and the Class A Common Stock are hereinafter referred to together as the “Capital Stock.” A list of all shareholders as of the record date will be available during ordinary business hours at the Company’s principal place of business located at 650 From Road, Ste. 375, Paramus, NJ 07652-3556, from the Secretary of the Company, at least 10 days before the Annual Meeting and will also be available at the Annual Meeting.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote:
1. | FOR the election of each of the director nominees; |
2. | FOR the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year; and |
3. | FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, as described in the proxy statement under “Executive Compensation.” |
Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full printed set?
In accordance with the rules of the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials via the Internet. Accordingly, the Company is mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders of record and beneficial owners. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials via the Internet or to request a printed set may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
Where can I view the proxy materials on the Internet?
The Notice provides you with instructions on how to:
view proxy materials for the Annual Meeting via the Internet; and
instruct the Company to send future proxy materials to you by email. |
You can also view the proxy materials for the Annual Meeting online at www.movadogroup.com by clicking on Investor CenterInvestors and then Annual Report & Proxy Materials.
How do I vote?
If you are a shareholder on the record date, you may vote by following the instructions for voting on the Notice. If you receive paper copies of these proxy materials, you can vote by completing, signing and dating your proxy card and returning it in the enclosed envelope. Alternatively, you may attend the Annual Meeting and vote your shares in person.person (unless the meeting format is switched to virtual-only as described in the Notice). If you vote online, by phone or by mailing in a proxy card, you may still attend the Annual Meeting and vote in person but, in that case, only your in-person votes will count. If you wish to vote your shares in person at the Annual Meeting and they are held by your bank or broker in “street name,” you must bring a letter or account statement from the bank or broker to the Annual Meeting showing that you were the beneficial owner of the shares on May 1, 2018.
April 30, 2020. If the meeting format is switched to virtual-only as described in the Notice, you will also need this sort of evidence of ownership in order to vote at the virtual Annual Meeting.
Can I change my vote after I have delivered my proxy?
Yes. You may change your vote at any time before voting concludes at the Annual Meeting by:
providing another proxy, or using any of the available methods for voting, with a later date;
voting |
What is a quorum?
For the purposes of the Annual Meeting, a “quorum” is a majority in voting power of the outstanding shares of Capital Stock owned by shareholders on the record date. There must be a quorum present in person or represented by proxy for the Annual Meeting to be held. Broker non-votes (as further described below) and abstentions are counted for purposes of determining whether a quorum is present.
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