UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2016
Commission file number: 001-32635
BIRKS GROUP INC.
(formerly Birks & Mayors Inc.)
(Translation of Registrant’s name into English)
1240 Phillips Square
Montreal Québec
Canada
H3B 3H4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
1. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September 21, 2016, the Annual Meeting of Shareholders (the “Meeting”) of Birks Group Inc. (the “Company”) was held in Montreal, Quebec. The shareholders of record at the close of business on August 12, 2016 (the “Record Date”) were entitled to vote at the Meeting. As of the Record Date, the Company had 10,242,911 Class A voting shares outstanding (which entitle the holder to one vote per share), 7,717,970 Class B multiple voting shares outstanding (which entitle the holder to 10 votes per share) and no preferred shares outstanding.
The shareholders of the Company elected as directors, Dr. Lorenzo Rossi di Montelera, Jean-Christophe Bédos, Davide Barberis Canonico, Emily Berlin, Shirley A. Dawe, Frank Di Tomaso, Louis L. Roquet and Niccolò Rossi di Montelera, to hold office until the next succeeding annual meeting of shareholders of the Company or until their successors are elected or appointed. The election of directors by the shareholders was by the following votes:
| Name |
Votes For | Votes Withheld | Non-Votes | |||||||||
| Dr. Lorenzo Rossi di Montelera |
83,160,506 | 31,358 | 1,354,378 | |||||||||
| Jean-Christophe Bédos |
83,160,433 | 31,431 | 1,354,378 | |||||||||
| Davide Barberis Canonico |
83,160,433 | 31,431 | 1,354,378 | |||||||||
| Emily Berlin |
83,163,636 | 28,228 | 1,354,378 | |||||||||
| Shirley A. Dawe |
83,163,636 | 28,228 | 1,354,378 | |||||||||
| Frank Di Tomaso |
83,163,563 | 28,301 | 1,354,378 | |||||||||
| Louis L. Roquet |
83,163,563 | 28,301 | 1,354,378 | |||||||||
| Niccolò Rossi di Montelera |
83,160,433 | 31,431 | 1,354,378 | |||||||||
The shareholders approved the Company’s Omnibus Long-Term Incentive Plan by a vote of 83,159,891 shares in favor, 30,626 shares against, 1,347 shares abstaining and 1,354,378 shares non-voting.
The shareholders authorized the appointment of KPMG LLP as the Company’s independent auditors and authorized the directors to fix KPMG LLP’s remuneration by a vote of 84,479,445 shares in favor, 47,083 shares against, 19,714 shares abstaining and 0 shares non-voting.
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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, thereunto duly authorized.
| BIRKS GROUP INC. | ||||||
| (Registrant) | ||||||
| By: | /s/ Miranda Melfi | |||||
| Miranda Melfi | ||||||
| Date: September 23, 2016 | Vice President, Legal Affairs and Corporate Secretary | |||||
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