UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2014
Joe’s Jeans Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-18926 |
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11-2928178 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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2340 S. Eastern Avenue, Commerce, California |
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90040 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(323) 837-3700
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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
Results of Annual Meeting of Stockholders
On March 14, 2014, Joe’s Jeans Inc. (“we,” “our,” “us,” or the “Company”) filed a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) relating to an annual meeting of our stockholders to be held on May 8, 2014.
The Board of Directors fixed the close of business on March 14, 2014 as the record date for identifying those stockholders entitled to notice of, and to vote, at the annual meeting. On March 17, 2014, the notice of annual meeting, proxy statement and proxy cards were first mailed to stockholders along with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2013 and its Current Report on Form 8-K filed on October 4, 2013 and Amendment No. 1 to our Current Report on Form 8-K/A filed on December 6, 2013. On April 10, 2014, the Company filed Definitive Additional Materials on Schedule 14A with the SEC withdrawing Proposal 4 from the agenda for the annual meeting. On April 11, 2014, the definitive additional materials were first mailed to stockholders. On May 8, 2014, the Company conducted its annual meeting of stockholders and Proposals 1, 3, 5 and 6 were approved, Proposal 2 was not approved and Proposal 4 was not voted upon since it was removed from the agenda for the annual meeting.
On May 8, 2014, 48,428,906 shares were represented in person or by proxy at the meeting, which reflected approximately 70% of total shares outstanding. The vote totals on the proposals were as follows:
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For |
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Withheld |
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Broker Non-Votes |
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1. Election of eight directors: |
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Samuel J. Furrow |
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17,403,488 |
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4,415,149 |
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26,610,269 |
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Marc B. Crossman |
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17,776,557 |
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4,042,080 |
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26,610,269 |
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Joanne Calabrese |
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18,141,524 |
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3,677,113 |
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26,610,269 |
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Joe Dahan |
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18,657,541 |
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3,161,096 |
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26,610,269 |
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Kelly Hoffman |
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18,591,683 |
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3,226,954 |
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26,610,269 |
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Peter Kim |
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18,384,401 |
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3,434,236 |
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26,610,269 |
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Suhail R. Rizvi |
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19,286,270 |
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2,532,367 |
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26,610,269 |
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Kent Savage |
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17,806,036 |
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4,012,601 |
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26,610,269 |
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For |
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Against |
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Abstain |
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Broker |
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2. Approval of an amendment to our Seventh Amended and Restated Certificate of Incorporation to increase the amount of authorized shares of our common stock from 100 million to 120 million in order to permit the issuance of the common stock upon conversion of the Buyer Notes issued in connection with our acquisition of Hudson. |
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19,028,496 |
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2,674,239 |
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115,902 |
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26,610,269 |
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For |
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Against |
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Abstain |
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Broker |
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3. Approval, under applicable NASDAQ Listing Rules, of the issuance of common stock upon conversion of the Buyer Notes issued in connection with our acquisition of Hudson in excess of 19.99% of the common stock outstanding prior to such issuance. |
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19,167,041 |
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2,508,298 |
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143,298 |
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26,610,269 |
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For |
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Against |
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Abstain |
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Broker |
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5. Approval of compensation to named executive officers. |
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16,647,541 |
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3,658,554 |
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1,512,542 |
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26,610,269 |
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For |
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Against |
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Abstain |
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6. Appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending November 30, 2014. |
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42,457,154 |
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5,099,333 |
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872,419 |
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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.
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JOE’S JEANS INC. | ||
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(Registrant) | ||
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Date: May 13, 2014 |
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By: |
/s/ Marc Crossman |
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Marc Crossman | |
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President, Chief Executive Officer, and Director | |
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(Principal Executive Officer) | |