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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0060
Expires: February 28, 2013
Estimated average burden
hours per response.........5.68
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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May 26, 2011
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Maidenform Brands, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-32568
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06-1724014
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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485F US Hwy 1 South, Iselin, NJ 08830
(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code
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(732) 621-2500
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(Former name or former address, if changed since last report.)
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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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2011, Maidenform Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.
Proposal 1
The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors (the “Board”).
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For
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Withheld
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Broker Non-Vote
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Karen Rose
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20,923,831
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542,316
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498,803
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Norman Axelrod
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21,126,509
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339,638
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498,803
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Bernd Beetz
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21,449,246
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16,901
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498,803
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Harold F. Compton
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21,126,009
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340,138
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498,803
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Barbara Eisenberg
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21,449,996
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16,151
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498,803
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Maurice S. Reznik
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21,126,309
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339,838
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498,803
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Proposal 2
Proposal 2 was a management proposal to approve an amendment to the Company’s 2009 Omnibus Incentive Plan, as described in the proxy statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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16,166,569
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5,206,850
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92,728
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498,803
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Proposal 3
Proposal 3 was a management proposal to hold an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the SEC’s compensation disclosure rules (referred to as the say-on-pay vote). This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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21,274,097
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176,275
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15,775
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498,803
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2
Proposal 4
Proposal 4 was a management proposal to hold an advisory vote on the frequency of the advisory vote on executive compensation, as described in the proxy statement. “1 Year” was approved. Based on these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation annually. The Board may reevaluate this determination after the next stockholder advisory vote on the frequency of the advisory vote on executive compensation.
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1 Year
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2 Years
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3 Years
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Abstained
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Broker Non-Vote
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18,246,112
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1,805,622
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1,401,926
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12,487
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498,803
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Proposal 5
Proposal 5 was a management proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending January 1, 2012, as described in the proxy statement. This proposal was approved.
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For
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Against
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Abstained
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21,495,275
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441,676
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27,999
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3
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.
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MAIDENFORM BRANDS, INC.
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Date: May 27, 2011
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By:
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/s/Christopher W. Vieth
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Name:
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Christopher W. Vieth
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Title:
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Executive Vice President, Chief Operating Officer and Chief Financial Officer
(principal financial officer)
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