0001078207false00010782072023-08-042023-08-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: August 2, 2023
(Date of earliest event reported)
 _________________________________________ 
NAUTILUS, INC.
(Exact name of registrant as specified in its charter)
  __________________________________________
Washington001-3132194-3002667
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
17750 S.E. 6th Way
Vancouver, Washington 98683
(Address of principal executive offices, including zip code)

(360) 859-2900
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
 Common Stock, no par value NLSNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




NAUTILUS, INC.
FORM 8-K
Item 5.07Submission of Matters to a Vote of Security Holders.
Nautilus, Inc. (the "Company") held via webcast its 2023 Annual Meeting of Shareholders on August 2, 2023 (the "Annual Meeting"). At the Annual Meeting, the Company’s shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 16, 2023 (the "Proxy Statement").

The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated.

1. To elect a Board of Directors (the “Board”), consisting of six (6) members, to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified.
NomineeShares ForShares WithheldBroker Non-Votes
James Barr, IV5,337,409615,43714,362,875
Anne G. Saunders5,152,998799,84814,362,875
Patricia M. Ross5,303,881648,96514,362,875
Shailesh Prakash5,413,724539,12214,362,875
Kelley Hall5,246,941705,90514,362,875
Ruby Sharma5,427,981524,86514,362,875

Following the Annual Meeting, Anne G. Saunders was elected by the newly elected Board to serve as Chair of the Board.

2. To approve the compensation of the named executive officers in a non-binding, advisory vote, as reported in the Proxy Statement.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
4,687,4141,206,13559,29714,362,875

3. To approve an amendment and restatement of the Nautilus, Inc. Employee Stock Purchase Plan.
Votes ForVotes AgainstAbstentionsBroker Non-Votes
5,494,053440,75318,04014,362,875

4. To ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.
Votes ForVotes AgainstAbstentions
19,563,144308,391444,186



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
NAUTILUS, INC.
(Registrant)
August 4, 2023By:/s/ Aina E. Konold
DateAina E. Konold
Chief Financial Officer
(Principal Financial Officer)

v3.23.2
Cover Page
Aug. 04, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 02, 2023
Entity Registrant Name NAUTILUS, INC.
Entity Incorporation, State or Country Code WA
Entity File Number 001-31321
Entity Tax Identification Number 94-3002667
Entity Address, Address Line One 17750 S.E. 6th Way
Entity Address, City or Town Vancouver
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98683
City Area Code (360)
Local Phone Number 859-2900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol NLS
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001078207
Amendment Flag false
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