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EX-10.1 - AMENDMENT TO EMPLOYMENT AGREEMENT DATED JULY 13, 2012 - dELiAs, Inc.d379888dex101.htm

 

 

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): July 9, 2012

 

 

dELiA*s, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51648   20-3397172

(State or other jurisdiction of

incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

50 West 23rd Street, New York, New York 10010

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (212) 590-6200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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.

On July 13, 2012, dELiA*s, Inc., a Delaware corporation (the “Company”), and Walter Killough, the Company’s Chief Executive Officer, entered into an amendment (the “Amendment”) to Mr. Killough’s employment agreement, dated as of December 2, 2008, as amended on June 17, 2010 (as amended, the “Employment Agreement”). Pursuant to the Amendment, in order to provide the Board of Directors and Mr. Killough with additional time to discuss the Employment Agreement and to attempt to negotiate a mutually acceptable new employment agreement or an amendment to the Employment Agreement, the term of Mr. Killough’s employment has been extended from June 2, 2013 to August 2, 2013.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following matters were submitted to a vote of security holders at the 2012 Annual Meeting of Stockholders of the Company held on July 9, 2012.

Election of Directors

 

Nominees

   For    Withheld    Broker Non-Votes

Carter S. Evans

       19,128,418          273,688          5,366,291  

Mario Ciampi

       19,143,841          258,265          5,366,291  

Michael S. Goldgrub

       19,181,355          220,751          5,366,291  

Walter Killough

       19,143,830          258,276          5,366,291  

Paul J. Raffin

       19,126,466          275,640          5,366,291  

Scott M. Rosen

       19,128,419          273,687          5,366,291  

Michael Zimmerman

       19,141,692          260,414          5,366,291  

All seven directors listed above were elected to a one-year term until the 2013 Annual Meeting of the Stockholders of the Company and the election and qualification of their respective successors.

The following proposal was adopted by the vote indicated:

Ratification of appointment of BDO USA, LLP as independent registered public accountants for the fiscal year ending February 2, 2013.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

24,573,307   26,840   168,250   -0-


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Amendment to Employment Agreement dated July 13, 2012, between the Company and Walter Killough.

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.

 

    dELiA*s, Inc.
    (Registrant)
Date: July 13, 2012     By:   /s/ David J. Dick
     

David J. Dick, Senior Vice President, Chief

Financial Officer and Treasurer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1   

Amendment to Employment Agreement dated July 13, 2012, between the Company and Walter Killough.