8-K 1 draftform8-kfy19voteresult.htm 8-K Document


 
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

December 10, 2019
Date of Report (date of earliest event reported)
 
ASCENA RETAIL GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
 
 
Delaware
0-11736
30-0641353
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(Address of principal executive offices, including zip code)

(551) 777-6700
(Registrant’s telephone number, including area code)

(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ASNA
The Nasdaq Global Select Market

 
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 o
 
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. o


 




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

On December 10, 2019, Ascena Retail Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:

1.
The stockholders elected four directors with terms expiring at the Company’s 2022 Annual Meeting of Stockholders, and subject to the election and qualification of their successors, based upon the following vote results:

 
 
Votes
For
 
Votes
Against
 
Abstentions
 
Broker Non-Votes
Katie J. Bayne
 
118,200,363
 
6,790,368
 
731,583
 
48,127,906
Paul Keglevic
 
118,620,250
 
6,358,287
 
743,777
 
48,127,906
Kay Krill
 
118,050,931
 
6,947,882
 
723,501
 
48,127,906
Stacey Rauch
 
117,924,240
 
7,068,985
 
729,089
 
48,127,906

2.
The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers during fiscal 2019 (commonly known as a “say-on-pay” proposal), based upon the following votes:

Votes
For
 
Votes
Against
 
Abstentions
 
Broker Non-Votes
113,027,980
 
11,794,193
 
900,141
 
48,127,906

3.
The stockholders approved an amendment of the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, at a ratio to be determined by the Board, and a corresponding reduction in the Company’s authorized shares of common stock, based upon the following votes:

Votes
For
 
Votes
Against
 
Abstentions
166,145,655
 
6,719,635
 
984,930

4.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending August 1, 2020, based upon the following votes:

Votes
For
 
Votes
Against
 
Abstentions
167,437,732
 
4,761,547
 
1,650,941






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 thereunto duly authorized.

ASCENA RETAIL GROUP, INC.
(Registrant)

Date: December 10, 2019

By:
/s/ Dan Lamadrid
 
Dan Lamadrid
 
Executive Vice President and Chief Financial Officer
 
(Principal Financial Officer)