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 5, 2012

Hot Topic, Inc.
(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (626) 839-4681

Not Applicable.
(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):

⃞ 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.

On June 5, 2012, the shareholders of Hot Topic, Inc., or Hot Topic, voted to approve Hot Topic’s 2012 Equity Incentive Plan, or 2012 EIP. A more detailed description of the 2012 EIP is set forth in the Company’s Registration Statement filed on Form S-8 on June 5, 2012 and is incorporated by reference as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Hot Topic held on June 5, 2012, the nine nominees for director listed below were elected to hold office until the Company’s 2013 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending February 2, 2013 was ratified.  Further, the shareholders approved our 2012 Equity Incentive Plan, and approved (on a non-binding and advisory basis) the compensation of our named executive officers.  Set forth below are the voting results for these proposals:

Item 9.01    Financial Statements and Exhibits.

 (d)       Exhibits:

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.

INDEX TO EXHIBITS