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): August 15, 2014
HANCOCK FABRICS, INC.
(Exact name of Registrant as Specified in its Charter)
|
Delaware |
1-9482 |
64-0740905 |
|
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
|
of incorporation) |
File Number) |
Identification No.) |
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:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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.
(a) On August 15, 2014, 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 85.6% of the total shares of the Company entitled to vote, thereby constituting a quorum for the purpose of the Annual Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present.
(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 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified (“Election of Directors”) and (2) ratified the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015 (“Auditor Ratification”). As previously announced, the Board of Directors of the Company had abandoned Proposal 1, the reverse stock split transaction. As a result, Proposal 1 was not voted upon at the Annual Meeting. Set forth below are the final voting tallies for the Annual Meeting:
Proposal 2 – Election of Directors
|
For |
Against |
Abstain |
Broker Non-Votes | |
|
Sam P. Cortez |
9,416,356 |
629,869 |
59,513 |
8,347,167 |
|
Steven R. Morgan |
9,481,833 |
567,899 |
56,006 |
8,347,167 |
|
Steven D. Scheiwe |
9,414,629 |
631,721 |
59,388 |
8,347,167 |
|
Neil S. Subin |
9,451,979 |
594,765 |
58,994 |
8,347,167 |
Proposal 3 – Auditor Ratification
|
For |
Against |
Abstain |
|
17,858,759 |
511,787 |
82,359 |
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.
| HANCOCK FABRICS, INC. | ||||
| Date: August 19, 2014 | By: /s/ James B. Brown | |||
| Name: James B. Brown | ||||
|
|
Title: Executive Vice President and Chief Financial Officer | |||