Item 5.07Item 5.07 - Submission of Matters to Vote
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
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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
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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
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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
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35,334,411 746,328 51,251 -