Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - SEAL123 INC | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2011 (May 18, 2011)
THE WET SEAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-18632 | 33-0415940 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 26972 Burbank Foothill Ranch, California | 92610 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 699-3900
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:
| ¨ | 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 14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02. | Results of Operations and Financial Condition. |
On May 19, 2011, The Wet Seal, Inc. (the “Company“) issued a press release describing the financial results of the Company for the first fiscal quarter ended April 30, 2011. Additionally, the Company provided guidance for its fiscal 2011 second quarter and announced an increase in its stock repurchase program. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 5.07. | Matters Subject to Shareholder Vote. |
On May 18, 2011, the Company held its Annual Meeting of Stockholders at the Company’s principal executive offices located at 26972 Burbank, Foothill Ranch, California 92610. The number of shares of Class A common stock entitled to vote at the Annual Meeting was 101,434,546. The number of shares of common stock present or represented by valid proxy at the annual meeting was 81,410,001.
The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 15, 2011:
Proposal 1 – Election of six nominees to serve as directors until the next annual meeting and until their respective successors are elected and qualified. The final results of votes taken were as follows:
| Directors |
For | Withheld | Broker Non- Votes |
|||||||||
| Jonathan Duskin |
67,116,970 | 2,058,855 | 12,234,176 | |||||||||
| Sidney M. Horn |
66,734,661 | 2,441,164 | 12,234,176 | |||||||||
| Harold D. Kahn |
67,208,332 | 1,967,493 | 12,234,176 | |||||||||
| Susan P. McGalla |
68,019,525 | 1,156,300 | 12,234,176 | |||||||||
| Kenneth M. Reiss |
68,018,809 | 1,157,016 | 12,234,176 | |||||||||
| Henry D. Winterstern |
67,197,061 | 1,978,764 | 12,234,176 | |||||||||
| For | Against | Abstain | Broker Non- Votes |
|||||||||||||
| Proposal 2 – Approval, on an advisory basis, of the compensation of The Wet Seal, Inc.’s named executive officers. |
62,058,485 | 4,646,554 | 2,470,050 | 12,234,912 | ||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non- Votes |
||||||||||||||||
| Proposal 3 – Approval, on an advisory basis, of the frequency of holding an advisory vote on the compensation of The Wet Seal, Inc.’s named executive officers. |
58,879,312 | 70,408 | 7,761,037 | 2,464,333 | 12,234,911 | |||||||||||||||
| For | Against | Abstain | Broker Non- Votes |
|||||||||||||
| Proposal 4 – The Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting firm of The Wet Seal, Inc. for fiscal 2011. |
79,039,384 | 2,316,316 | 54,301 | — | ||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
Not Applicable.
| (b) | Pro Forma Financial Information. |
Not Applicable.
| (c) | Shell Company Transactions. |
Not Applicable.
| (d) | Exhibits. |
| 99.1 | Press release, dated as of May 19, 2011, issued by the Company. |
The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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 hereunto duly authorized.
| THE WET SEAL, INC. (Registrant) | ||||||
| Date: May 20, 2011 | By: | /s/ Steven H. Benrubi | ||||
| Name: | Steven H. Benrubi | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
||
| 99.1 | Press release, dated as of May 19, 2011, issued by the Company. | |