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: June 23, 2011
(Date of Earliest Event Reported)
Cost Plus, Inc.
(Exact name of Registrant as specified in its charter)
| California | 0-14970 | 94-1067973 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 4th Street
Oakland, California 94607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (510) 893-7300
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 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Performance Incentive Plan
At the Annual Meeting of Shareholders of Cost Plus, Inc. (“Cost Plus” or the “Company”) held on June 23, 2011, (the “Annual Meeting”), the shareholders of the Company approved the Cost Plus, Inc. Executive Performance Incentive Plan, or Executive Plan.
The Executive Plan is described in detail in the Company’s 2011 proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting and will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending July 30, 2011.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment of Bylaws
The Board of Directors of the Company approved an amendment to Section 2.2 of Article II of the Company’s bylaws increasing the size of the Board of Directors from eight directors to nine directors, effective immediately prior to the Annual Meeting.
The second sentence of Section 2.2 of Article II, which read as follows:
“The exact number of directors shall be eight (8) until changed, within the limits specified above, by a bylaw amending this Section 2.2, duly adopted by the Board of Directors or by the shareholders.”
has been amended to read as follows:
“The exact number of directors shall be nine (9) until changed, within the limits specified above, by a bylaw amending this Section 2.2, duly adopted by the Board of Directors or by the shareholders.”
The Amended and Restated bylaws will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending July 30, 2011.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the shareholders of the Company elected to the Board of Directors the individuals listed below. Each director will serve until the next Annual Meeting or in each case until his or her successor is duly elected and qualified.
| Nominee |
For | Withheld | Broker Non Votes* |
|||||||||
| Joseph H. Coulombe |
16,669,549 | 323,708 | 3,527,265 | |||||||||
| Clifford J. Einstein |
16,670,999 | 322,258 | 3,527,265 | |||||||||
| Barry J. Feld |
16,670,294 | 322,963 | 3,527,265 | |||||||||
| Mark R. Genender |
16,671,032 | 322,225 | 3,527,265 | |||||||||
| Nominee |
For | Withheld | Broker Non Votes* |
|||||||||
| Danny W. Gurr |
16,670,394 | 322,863 | 3,527,265 | |||||||||
| John C. Pound |
15,593,932 | 1,399,325 | 3,527,265 | |||||||||
| Kim D. Robbins |
16,670,894 | 322,363 | 3,527,265 | |||||||||
| Fredric M. Roberts |
16,669,819 | 323,438 | 3,527,265 | |||||||||
| Kenneth T. Stevens |
16,671,232 | 322,025 | 3,527,265 | |||||||||
| * | Broker non-votes do not affect the outcome of the election. |
Mr. Willem Mesdag did not stand for re-election and his term on the Board of Directors expired on June 23, 2011, the date of the Annual Meeting. In connection with the election of Messrs. Pound and Genender to our Board of Directors, John C. Pound was appointed to the Compensation Committee and Mark R. Genender was appointed to the Real Estate Committee by our Board of Directors, immediately following the Annual Meeting.
In addition, the following proposals were voted on and approved at the Annual Meeting:
| For | Against | Abstentions | Broker Non Votes |
|||||||||||||
| Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2012 |
20,441,803 | 67,033 | 11,686 | 0 | ||||||||||||
| Proposal to approve the Cost Plus, Inc., Executive Performance Incentive Plan |
16,884,803 | 99,063 | 9,391 | 3,527,265 | ||||||||||||
| Proposal to approve the amendment of the Cost Plus, Inc., 1996 Director Option Plan |
16,754,112 | 234,486 | 4,659 | 3,527,265 | ||||||||||||
| Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement |
16,834,665 | 75,940 | 82,652 | 3,527,265 | ||||||||||||
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non Votes |
||||||||||||||||
| Proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation |
16,595,662 | 3,758 | 285,060 | 108,777 | 3,527,265 | |||||||||||||||
In accordance with the recommendation of our Board of Directors and the voting results of the shareholders of Cost Plus on this advisory proposal, the Company will hold annual advisory votes on the compensation of our named executive officers. The next required advisory vote on the frequency of approval of the compensation of our named executive officers will take place no later than the Company’s annual meeting of shareholders in 2017.
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 thereunto duly authorized.
| COST PLUS, INC. | ||
| By: | /s/ Jane L. Baughman | |
| Jane L. Baughman, Executive Vice President and Chief Financial Officer (Principal Financial & Accounting Officer) | ||
Dated: June 28, 2011