G III APPAREL GROUP LTD /DE/ 8-K

What Happened G-III Apparel Group, Ltd. held its 2026 Annual Meeting of Stockholders on June 11, 2026 and filed an 8-K on June 12, 2026 reporting the voting results. A total of 36,131,990 shares were represented. All eleven director nominees were elected to serve until the next annual meeting. Stockholders also approved an advisory vote on executive compensation, approved an amendment to the company’s 2023 Long-Term Incentive Plan to add 2,500,000 shares, and ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.

Key Details

• Total shares represented: 36,131,990.
• Directors: all 11 nominees were elected. Votes For ranged from 26,219,740 (Victor Herrero) to 34,334,651 (Patti H. Ongman); broker non-votes totaled 1,394,854.
• Advisory vote on named executive officer compensation: For 28,785,238; Against 5,897,634; Abstentions 54,264; broker non-votes 1,394,854.
• 2023 Plan amendment (add 2,500,000 shares): For 33,776,658; Against 907,852; Abstentions 52,626; broker non-votes 1,394,854.
• Ratification of independent auditor (Ernst & Young LLP): For 35,334,411; Against 746,328; Abstentions 51,251.

Why It Matters These results preserve board continuity by re-electing the full slate of directors and authorize additional shares for equity awards under the company’s incentive plan, which could affect future equity compensation and potential dilution. The advisory "say-on-pay" received majority support (non-binding), and the Compensation Committee said it will consider the outcome in future decisions. Ratifying Ernst & Young ensures continuity of the company’s external audit provider for fiscal 2027.