Form 8-K

 

 

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 7, 2017

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 No.)

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:

 

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-4c))

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.

On December 7, 2017, Ascena Retail Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in Mahwah, New Jersey. 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 three directors with terms expiring at the Company’s 2020 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
David Jaffe   142,701,728   16,029,665   62,818   27,198,637
Kate Buggeln   139,896,796   18,832,230   65,185   27,198,637
Carl Rubin   141,880,777   16,840,862   72,572   27,198,637

 

2. The stockholders approved the amendment and restatement of the Ascena Retail Group, Inc. Employee Stock Purchase Plan (Amended and Restated as of January 1, 2018), based upon the following vote results:

 

Votes
For
  Votes
Against
  Abstentions   Broker Non-Votes
158,316,095   392,468   85,648   27,198,637

 

3. The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers during fiscal 2017 (commonly known as the “say-on-pay” proposal), based upon the following votes:

 

Votes
For
  Votes
Against
  Abstentions   Broker Non-Votes
144,651,675   13,938,643   203,893   27,198,637

 

4. The stockholders approved, on a non-binding advisory basis, one year as the frequency of the advisory vote to approve compensation paid to the Company’s named executive officers, based upon the following votes:

 

1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
138,865,761   54,455   19,765,704   108,291   27,198,637

 

5. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending August 4, 2018, based upon the following votes:

 

Votes
For
  Votes
Against
  Abstentions    
185,033,466   890,278   69,104  


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 hereunto duly authorized.

 

    ASCENA RETAIL GROUP, INC.
Date: December 7, 2017     By:   /s/ Duane D. Holloway
      Name:  Duane D. Holloway
      Title:    Executive Vice President and General Counsel