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): May 19, 2016
DESTINATION MATERNITY CORPORATION
(Exact name of Registrant as specified in Charter)
| Delaware | 0-21196 | 13-3045573 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
Commission File number |
(I.R.S. Employer Identification Number) |
232 Strawbridge Drive
Moorestown, NJ 08057
(Address of Principal Executive Offices)
(856) 291-9700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 19, 2016, the Company held its Annual Meeting in Moorestown, New Jersey. As of April 4, 2016, the Company’s record date, there were a total of 13,982,288 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,757,153 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
The stockholders of the Company voted on the following items at the Annual Meeting:
| (1) | The election of seven directors for a term of one year expiring at the next Annual Meeting of Stockholders of the Company; |
| (2) | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending January 28, 2017; and |
| (3) | The approval, by non-binding advisory vote, of executive compensation. |
Votes regarding the election of the director nominees were as follows:
| Director Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| Arnaud Ajdler |
8,952,893 | 129,215 | 1,953,135 | 1,721,910 | ||||
| Michael J. Blitzer |
9,020,457 | 84,116 | 1,930,670 | 1,721,910 | ||||
| Barry Erdos |
9,005,275 | 99,738 | 1,930,230 | 1,721,910 | ||||
| Melissa Payner-Gregor |
8,990,122 | 116,854 | 1,928,267 | 1,721,910 | ||||
| J. Daniel Plants |
9,025,018 | 79,957 | 1,930,268 | 1,721,910 | ||||
| Anthony M. Romano |
9,003,021 | 81,044 | 1,951,178 | 1,721,910 | ||||
| B. Allen Weinstein |
8,950,092 | 155,899 | 1,929,252 | 1,721,910 |
Based on the votes set forth above, the director nominees were duly elected.
The proposal to ratify the appointment of KPMG as independent registered public accountants for the fiscal year ending January 28, 2017 received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 10,675,729 |
154,115 | 1,927,309 | 0 |
Based on the votes set forth above, the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2017 was duly ratified.
The proposal to approve the Company’s executive compensation received the following votes:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 7,994,785 |
1,113,959 | 1,926,499 | 1,721,910 |
Based on the votes set forth above, the Company’s executive compensation was approved.
Item 8.01. Other Events
On May 19, 2016, the Board re-elected Mr. Ajdler to serve as the Non-Executive Chairman of the Board.
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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 duly authorized.
| Date: May 25, 2016 | DESTINATION MATERNITY CORPORATION | |||||
| By: | /s/ Anthony M. Romano | |||||
| Anthony M. Romano | ||||||
| Chief Executive Officer, President & Interim Chief Financial Officer | ||||||
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