8-K (6.9.11) Vote of Security Holders & Debt Repurch


 

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 3, 2011
 
 EXPRESS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-34742
 
26-2828128
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 
1 Express Drive
Columbus, Ohio
 
43230
(Address of principal executive offices)
 
(Zip Code)
(614) 474-4001
(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:
 

 
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-4(c))
 

 





Item 5.07    Submission of Matters to a Vote of Security Holders.
Express, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders on June 3, 2011. Set forth below are the voting results for each of the matters submitted to a vote of the stockholders.
 
 
 
  
Votes For
  
Votes Withheld
 
Broker
Non-Votes
 
 
 
 
 
1.
Election of Directors:
  
 
 
  
 
 
  
 
 
 
 
 
David C. Dominik
  
73,399,275
 
5,401,091
 
1,794,304
 
 
 
 
 
 
Sam K. Duncan
  
72,753,535
 
6,046,831
 
1,794,304
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Votes For
  
Votes Against
 
Abstentions
 
 
 
 
 
2.
Ratification of Selection of Independent Registered Public Accounting Firm
  
79,518,153
 
1,029,009
 
47,508
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Votes For
  
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
 
3.
Advisory Vote on Executive Compensation
  
57,760,386
 
20,983,942
 
56,038
 
1,794,304
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
1 Year
  
2 Years
 
3 Years
 
Abstentions
 
Broker
Non-Votes
4.
Advisory Vote on Frequency of Advisory Vote on Executive Compensation
  
33,376,234
 
2,690,382
 
42,704,747
 
29,003
 
1,794,304

Item 8.01             Other Events.

On June 8th and June 9th of 2011, Express, LLC, a wholly-owned subsidiary of the Company, repurchased an aggregate of $24.2 million of its 8¾% Senior Notes due 2018 (“Senior Notes”) in open market transactions for an aggregate amount equal to approximately $26.4 million, plus accrued and unpaid interest. A portion of these Senior Notes, having a principal amount equal to $15.0 million, were repurchased from Golden Gate Capital for an amount equal to approximately $16.4 million, plus accrued and unpaid interest.






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 hereunto duly authorized.
 
 
 
EXPRESS, INC.
Date: June 9, 2011
 
By
/s/ Matthew C. Moellering
 
 
 
Matthew C. Moellering
 
 
 
Executive Vice President, Chief Administrative Officer, Chief Financial Officer, Treasurer and Secretary