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): July 19, 2013

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HANCOCK FABRICS, INC.

(Exact name of Registrant as Specified in its Charter)

One Fashion Way

Baldwyn, Mississippi 38824

(Address of Principal Executive Offices)

(662) 365-6000

(Registrant’s telephone number, including area code)

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:

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

(a) On July 19, 2013, Hancock Fabrics, Inc. (the “Company”) held its annual meeting of stockholders in Baldwyn, Mississippi (the “Annual Meeting”). The total number of shares present in person or by proxy was equal to approximately 89.7% of the total shares of the Company entitled to vote, thereby constituting a quorum for the purpose of the Annual Meeting.

(b) At the Annual Meeting, the Company’s stockholders (1) elected the four nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Election of Directors”), (2) ratified the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending January 25, 2014 (“Auditor Ratification”), (3) approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“Advisory Compensation Vote”), and (4) indicated their preference, on an advisory basis, that an advisory vote on the compensation of the Company’s executive officers be held every three years (“Advisory Frequency Vote”). Set forth below are the final voting tallies for the Annual Meeting:

Proposal 1 -- Election of Directors

Proposal 2 -- Auditor Ratification

Proposal 3 -- Advisory Compensation Vote

Proposal 4 -- Advisory Frequency Vote

(d) After considering the vote results on the Advisory Frequency Vote, the Board of Directors of the Company has decided that it will include an advisory vote on the compensation paid to the Company’s executive officers in its proxy materials every three years until the next required vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2019.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.