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): June 17, 2011
Jos. A. Bank Clothiers, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0-23874
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36-3189198
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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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500 Hanover Pike
Hampstead, Maryland
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21074
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (410) 239-2700
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Company’s 2011 Annual Meeting held on June 17, 2011, the stockholders considered:
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The election of two directors for terms expiring at our 2014 Annual Meeting of Stockholders;
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The ratification of the appointment of Deloitte & Touche LLP as our registered public accounting firm for the year ending January 28, 2012 (“Fiscal 2011”);
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The approval, on an advisory, non-binding basis, of the compensation of our named executive officers (“Say on Pay”); and
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The frequency, on an advisory, non-binding basis, of future advisory votes on the compensation of our named executive officers (“Say When on Pay”).
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For more information about the foregoing proposals, see the Company’s 2011 Proxy Statement, the relevant portions of which are incorporated herein by reference. At the 2011 Annual Meeting, both of the director nominees were elected and the proposal to ratify the selection of Deloitte & Touche LLP was approved. The stockholders also approved, on an advisory, non-binding basis, the compensation of our named executive officers (“Say on Pay”). In addition, the stockholders determined, on an advisory, non-binding basis, that future advisory votes on the compensation of our named executive officers (“Say When on Pay”) should be held each year. The voting results are set forth below:
Election of Directors*
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Name of Nominee
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For
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Withheld
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Broker Non-Votes
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R. Neal Black
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23,533,698
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372,196
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1,327,691
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Robert N. Wildrick
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22,846,781
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1,059,113
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1,327,691
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Ratification of Deloitte & Touche LLP as the Company’s Registered Public Accounting Firm for Fiscal 2011**
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For
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Against
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Abstain
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24,837,408
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377,636
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18,541
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Approval, on an advisory, non-binding basis, of the compensation of our named executive officers (“Say on Pay”)
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For
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Against
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Abstain
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Broker Non-Votes
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23,017,606
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840,576
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47,712
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1,327,691
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Determination, on an advisory, non-binding basis, of the frequency of future advisory votes on the compensation of our named executive officers (“Say When on Pay”)
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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21,512,406
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29,913
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2,334,222
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29,353
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1,327,691
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__________________________
* There were no abstentions.
** There were no broker non-votes.
In accordance with Section (d) of Item 5.07 of Form 8-K, per the recommendation of our stockholders, the Company will conduct an advisory, non-binding vote to approve the compensation of our named executive officers (“Say on Pay”) on an annual basis, until the next required stockholder “Say When on Pay” vote or the Company's Board of Directors determines that a different frequency of "Say-on-Pay" votes is in the best interest of the Company's stockholders.
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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 hereunto duly authorized.
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JoS. A. Bank Clothiers, Inc.
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| (Registrant) | ||||
| By: | /s/ Charles D. Frazer | |||
| Charles D. Frazer | ||||
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Senior Vice President and
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General Counsel
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| Dated: June 17, 2011 | ||||
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