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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 23, 1996
EARL SCHEIB, INC.
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(Exact name of registrant as specified in its charter)
1-4822
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(Commission file number)
Delaware 95-1759002
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8737 Wilshire Boulevard
Beverly Hills, California 90211
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(Address of principal executive offices) (Zip Code)
(310) 652-4880
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On August 23, 1996 the Company held its Annual Meeting of
Shareholders and submitted the following matters to a vote of its security
holders.
(i) Election of Directors:
To Term Expiring 1997 For Withheld
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Philip Wm. Colburn 3,612,276 337,628
Alexander L. Kyman 3,612,516 337,388
Donald R. Scheib 3,612,516 337,388
Daniel A. Seigel 3,612,516 337,388
Robert L. Spencer 3,612,516 337,388
Robert F. Wilkinson 3,612,116 337,788
(ii) Amendment No. 1 to 1994 Performance Employee Stock Option Plan
The Company proposed adoption of an amendment to the 1994 Performance
Employee Stock Option Plan to increase the number of shares of Company common
stock reserved for issuance from 300,000 to 500,000 shares and to reduce the
percentage of the Company's outstanding shares necessary to be sold or
exchanged before outstanding options accelerate and become immediately
exercisable, from 80% to 50% of outstanding shares.
Shares Voted
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For 2,090,749
Against 980,908
Abstained 35,341
Broker non-votes 842,906
(iii) Amendment No. 1 to 1994 Board of Directors Stock Option Plan
The Company proposed adoption of an amendment to the 1994 Board of
Directors Stock Option Plan to increase the number of shares of Company common
stock reserved for issuance from 100,000 to 150,000 shares, create a new
committee of disinterested administrators with discretion over the 1994 Board of
Directors Stock Option Plan, encourage outside directors to acquire an equity
stake in the Company by providing option grants to outside directors equal to
four times their open market purchases of Company common stock up to a maximum
grant of an option to purchase 10,000 shares, and to reduce the percentage of
the Company's outstanding shares necessary to be sold or exchanged before
outstanding options accelerate and become immediately exercisable, from 80% to
50% of outstanding shares.
Shares voted
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For 2,138,198
Against 986,793
Abstained 37,677
Broker non-votes 787,236
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(iv) Non-Qualified Stock Options Granted to Certain Senior
Executives
The Company proposed approval of the grant by the Board of Directors of
non-qualified stock options to purchase a total of 620,000 shares of the
Company's common stock to three senior executive officers of the Company.
Shares Voted
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For 1,999,311
Against 1,117,895
Abstained 45,862
Broker non-votes 786,836
(v) Ratification of the selection of Deloitte & Touche, LLP, as the
Company's independent auditors for the fiscal year ended April 30, 1996.
Shares Voted
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For 3,945,052
Against 2,894
Abstained 1,958
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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.
EARL SCHEIB, INC.
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Registrant
September 12, 1996 /s/ John D. Branch
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Dated John D. Branch, Senior Vice President and
Chief Financial Officer
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