Form 8-K

 

 

UNITED STATES

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): May 19, 2016

 

 

DESTINATION MATERNITY CORPORATION

(Exact name of Registrant as specified in Charter)

 

 

 

Delaware   0-21196   13-3045573

(State or Other Jurisdiction

of Incorporation or Organization)

 

Commission

File number

 

(I.R.S. Employer

Identification Number)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of Principal Executive Offices)

(856) 291-9700

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders

On May 19, 2016, the Company held its Annual Meeting in Moorestown, New Jersey. As of April 4, 2016, the Company’s record date, there were a total of 13,982,288 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,757,153 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following items at the Annual Meeting:

 

  (1) The election of seven directors for a term of one year expiring at the next Annual Meeting of Stockholders of the Company;

 

  (2) The ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending January 28, 2017; and

 

  (3) The approval, by non-binding advisory vote, of executive compensation.

Votes regarding the election of the director nominees were as follows:

 

Director Nominee

   For    Against    Abstain    Broker Non-Votes

Arnaud Ajdler

   8,952,893    129,215    1,953,135    1,721,910

Michael J. Blitzer

   9,020,457    84,116    1,930,670    1,721,910

Barry Erdos

   9,005,275    99,738    1,930,230    1,721,910

Melissa Payner-Gregor

   8,990,122    116,854    1,928,267    1,721,910

J. Daniel Plants

   9,025,018    79,957    1,930,268    1,721,910

Anthony M. Romano

   9,003,021    81,044    1,951,178    1,721,910

B. Allen Weinstein

   8,950,092    155,899    1,929,252    1,721,910

Based on the votes set forth above, the director nominees were duly elected.

The proposal to ratify the appointment of KPMG as independent registered public accountants for the fiscal year ending January 28, 2017 received the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

10,675,729

   154,115    1,927,309    0

Based on the votes set forth above, the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2017 was duly ratified.

The proposal to approve the Company’s executive compensation received the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

7,994,785

   1,113,959    1,926,499    1,721,910

Based on the votes set forth above, the Company’s executive compensation was approved.

Item 8.01. Other Events

On May 19, 2016, the Board re-elected Mr. Ajdler to serve as the Non-Executive Chairman of the Board.

 

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SIGNATURE

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 duly authorized.

 

Date: May 25, 2016     DESTINATION MATERNITY CORPORATION
    By:  

/s/ Anthony M. Romano

      Anthony M. Romano
      Chief Executive Officer, President & Interim Chief Financial Officer

 

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