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): June 1, 2017
FRANCESCA’S HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35239 | 20-8874704 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 8760 Clay Road Houston, Texas |
77080 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (713) 864-1358
N/A
(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) |
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders (the “Annual Meeting”) of Francesca’s Holdings Corporation (the “Company”) was held on June 1, 2017.
(b) At the Annual Meeting, the Company’s stockholders: (a) elected three nominees, Mr. Philip F. Bleser, Mr. Martyn Redgrave and Ms. Laurie Ann Goldman, to the Board of Directors of the Company to serve until the Company’s 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; and (b) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 3, 2018. Set forth below are the final voting tallies for the Annual Meeting:
Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | |||
|
Philip F. Bleser |
30,244,218 |
1,338,949 |
2,099,291 | |||
| Martyn Redgrave | 30,223,103 | 1,360,064 | 2,099,291 | |||
| Laurie Ann Goldman | 30,249,392 | 1,333,775 | 2,099,291 |
Auditor Ratification
| For | Against | Abstain | ||
| 33,610,973 | 71,414 | 71 |
SIGNATURES
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.
| FRANCESCA’S HOLDINGS CORPORATION | ||
| Date: June 1, 2017 | By: | /s/ Kal Malik |
| Kal Malik | ||
|
Chief Administrative Officer | ||