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EX-99.1 - EX-99.1 - dELiAs, Inc. | d580251dex991.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 31, 2013
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)
Registrants 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The following matters were submitted to a vote of security holders at the 2013 Annual Meeting of Stockholders of dELiA*s, Inc., a Delaware corporation (the Company), held on August 6, 2013.
Election of Directors
Nominees |
For | Withheld | Broker Non-Votes | |||||||||
Mario Ciampi |
12,682,985 | 550,278 | 13,692,939 | |||||||||
Tracy Gardner |
12,724,271 | 508,992 | 13,692,939 | |||||||||
Paul J. Raffin |
12,683,662 | 549,601 | 13,692,939 | |||||||||
Scott M. Rosen |
12,683,162 | 550,101 | 13,692,939 | |||||||||
Michael Zimmerman |
12,561,581 | 671,682 | 13,692,939 |
All five directors listed above were elected to a one-year term until the 2014 Annual Meeting of the Stockholders of the Company and the election and qualification of their respective successors.
The following proposals were adopted by the vote indicated:
Ratification of appointment of BDO USA, LLP as independent registered public accountants for the fiscal year ending February 1, 2014.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||||
26,598,646 | 310,389 | 17,167 | 0 | |||||||||||
Approval of a non-binding advisory resolution relating to the compensation of the Companys Named Executive Officers.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||||||||||
12,904,253 | 383,006 | 21,824 | 13,617,119 | |||||||||||
Approval of a non-binding advisory resolution on the frequency (every one, two or three years) of the non-binding vote to approve the compensation of the Companys Named Executive Officers.
Every Year |
Every Two |
Every Three |
Abstentions |
Broker |
||||||||||||||
8,476,673 | 29,768 | 4,682,587 | 44,234 | 13,692,940 | ||||||||||||||
Item 8.01. | Other Events. |
On July 31, 2013, the Company issued a press release announcing the closing of a public offering of 15,025,270 shares of its common stock at $1.05 per share and the sale of $21.8 million in principal amount of 7.25% convertible notes in a private placement. The Companys press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
99.1 | Press Release dated July 31, 2013. |
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: August 6, 2013 | By: | /s/ David J. Dick | ||||
David J. Dick, Senior Vice President, Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated July 31, 2013. |