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): October 26, 2011

 

Joe’s Jeans Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

0-18926

 

11-2928178

(Commission File Number)

 

(IRS Employer Identification No.)

 

2340 S. Eastern Avenue, Commerce, California

 

90040

(Address of Principal Executive Offices)

 

(Zip Code)

 

(323) 837-3700

(Registrant’s Telephone Number, Including Area Code)

 

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 (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))

 

 

 



 

ITEM 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(c)           Appointment of Executive Officers

 

In connection with the annual meeting of the Board of Directors (the “Board”) for Joe’s Jeans Inc. (the “Company”) on October 26, 2011, the Board re-appointed the following executive officers of the Company:  Marc Crossman to the position of President and Chief Executive Officer, Hamish Sandhu as Chief Financial Officer and Joe Dahan as Creative Director, each effective as of October 26, 2011.  In addition, the Board re-appointed Sam Furrow to continue to serve as Chairman of the Board in a non-executive capacity.

 

ITEM 5.07             Submission of Matters to a Vote of Security Holders

 

Results of Annual Meeting of Stockholders

 

On September 19, 2011, the Company filed a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission relating to an annual meeting of our stockholders to be held on October 26, 2011.  The purpose of the annual meeting was to vote on the following proposals: (1) to elect seven directors to serve on the Company’s Board of Directors until the 2012 annual meeting of stockholders or until their respective successors are elected and qualified; (2)  to approve the adoption of the Amended and Restated Stock Incentive Plan; (3) to conduct a non-binding advisory vote on executive compensation; (4) to conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation; and (5) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2011.

 

The Board fixed the close of business on September 8, 2011 as the record date for identifying those stockholders entitled to notice of, and to vote, at the annual meeting.  On September 20, 2011, the notice of annual meeting, proxy statement and proxy cards were first mailed to stockholders along with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2010.  On October 26, 2011, the Company conducted its annual meeting of stockholders and all proposals were approved.

 

On October 26, 2011, 53,897,774 shares were represented in person or by proxy at the meeting, which reflected approximately 83% of total shares outstanding.  This share amount reflects the addition of certain shares that the Company holds as treasury shares in a segregated brokerage account.  The vote totals on the proposals were as follows:

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

1. Election of seven directors:

 

 

 

 

 

 

 

Samuel J. Furrow

 

23,521,623

 

471,997

 

29,904,154

 

 

 

 

 

 

 

 

 

Marc B. Crossman

 

23,576,417

 

417,203

 

29,904,154

 

 

 

 

 

 

 

 

 

Joe Dahan

 

23,617,475

 

376,145

 

29,904,154

 

 

 

 

 

 

 

 

 

Kelly Hoffman

 

23,412,853

 

580,767

 

29,904,154

 

 

 

 

 

 

 

 

 

Thomas O’Riordan

 

23,463,698

 

529,922

 

29,904,154

 

 

 

 

 

 

 

 

 

Suhail R. Rizvi

 

23,440,321

 

553,299

 

29,904,154

 

 

 

 

 

 

 

 

 

Kent Savage

 

23,563,875

 

429,745

 

29,904,154

 

 

1



 

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

2.  Approve the adoption of the Amended and Restated Stock Incentive Plan

 

22,047,037

 

1,469,986

 

476,597

 

29,904,154

 

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

3.  Advisory vote on compensation of the Company’s Named Executive Officers

 

23,049,900

 

815,298

 

128,422

 

29,904,154

 

 

 

 

1 Year

 

2 Years

 

3 Year

 

Abstain

 

Broker
Non-Votes

 

 

 

 

 

 

 

 

 

 

 

 

 

4.  Advisory vote on the frequency of future advisory votes on compensation for the Company’s Named Executive Officers

 

6,570,685

 

1,973,671

 

15,402,872

 

46,392

 

29,904,154

 

 

In accordance with the voting results, and consistent with the Board’s recommendation, the Board determined that the Company will conduct future stockholder advisory votes regarding compensation awarded to its named executive officers once every three years until such time that another advisory vote on the frequency is conducted (which will be no later than the Company’s 2017 Annual Meeting) or until the Board determines that a different frequency is in the best interest of the Company and its shareholders.

 

 

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

 

 

5.  Appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending November 30, 2011

 

53,193,968

 

444,817

 

258,989

 

 

2



 

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.

 

 

 

JOE’S JEANS INC.

 

 

(Registrant)

 

 

Date: October 31, 2011

By:

/s/ Marc Crossman

 

 

Marc Crossman

 

 

President, Chief Executive Officer, and Director

 

 

(Principal Executive Officer)

 

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