- Current report filing (8-K)
30 October 2010 - 7:30AM
Edgar (US Regulatory)
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):
October 26,
2010
Joes Jeans Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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)
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(323) 837-3700
(Registrants 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
1.01
Entry
into a Material Definitive Agreement
Please
see disclosure under Item 5.02 for certain compensation arrangements between
Joes Jeans Inc. (the Company) and its directors.
ITEM
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(c)
Appointment of
Executive Officers
In
connection with the annual meeting of the Board on October 26, 2010, the
Board re-appointed the following executive officers of the Company: Marc Crossman to the position of President
and Chief Executive Officer, Hamish Sandhu as Chief Financial Officer and Joe
Dahan as Creative Director, each effective as of October 26, 2010. In addition, the Board re-appointed Sam
Furrow to continue to serve as Chairman of the Board of Directors in a
non-executive capacity.
(e)
Compensation
Arrangements
At
the annual meeting of the Board on October 26, 2009 and in connection with
the 2004 Stock Incentive Plan (the Plan), the Compensation Committee of the
Board approved grants of restricted stock units (RSUs) as follows: (i) 39,548
RSUs each to Sam Furrow and Suhail Rizvi that vest on a quarterly basis over
the course of 12 months; (ii) 26,366 RSUs each to Kent Savage and Kelly
Hoffman that vest on a quarterly basis over the course of 12 months and $23,333
in the form of a cash payment to be paid in quarterly installments of $5,833.25
each primarily to cover tax obligations associated with the vesting of the RSUs.
In lieu of a RSU grant, Tom ORiordan
will be compensated through a cash retainer in the amount of $70,000 paid
quarterly over the next twelve months.
The RSUs will be subject to the terms and conditions of the Plan and
applicable award agreement to be executed by each participant, a form of which
was previously filed as Exhibit 10.2 and incorporated by reference to the
Current Report on Form 8-K filed on December 21, 2007.
ITEM
5.07
Submission
of Matters to a Vote of Security Holders
Results
of Annual Meeting of Stockholders
On
September 13, 2010, the Company filed a Definitive Proxy Statement on
Schedule 14A with the Securities and Exchange Commission relating to an annual
meeting of our stockholders to be held on October 26, 2010. The purpose of the annual meeting was to vote
on the following proposals: (1) to elect seven directors to serve on the
Board of Directors until the 2011 annual meeting of stockholders or until their
respective successors are elected and qualified; and (2) to ratify the
appointment of Ernst & Young LLP as the independent registered public
accounting firm for the fiscal year ending November 30, 2010.
The
Board fixed the close of business on September 10, 2010 as the record date
for identifying those stockholders entitled to notice of, and to vote, at the
annual meeting. On September 15,
2010, the notice of annual meeting, proxy statement and proxy cards were first
mailed to stockholders along with the Companys Annual Report on Form 10-K
for the fiscal year ended November 30, 2009. On October 26, 2010, the Company
conducted its annual meeting of stockholders and all proposals were approved.
1
On
October 26, 2010, 53,678,453 shares were represented in person or by proxy
at the meeting, which reflected approximately 84% of total shares
outstanding. This share amount reflects
the addition of certain shares that the Company holds as treasury shares in a
segregated brokerage account. The vote
totals on the two 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 seven directors:
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Samuel J. Furrow
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27,974,499
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353,448
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25,350,506
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Marc B. Crossman
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27,977,981
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349,966
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25,350,506
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Joe Dahan
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27,914,313
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413,634
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25,350,506
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Kelly Hoffman
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28,063,251
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264,969
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25,350,506
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Thomas ORiordan
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28,112,492
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215,455
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25,350,506
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Suhail R. Rizvi
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28,069,459
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258,488
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25,350,506
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Kent Savage
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28,172,233
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155,714
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25,350,506
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For
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Against
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Abstain
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2.
Appointment of Ernst & Young LLP as independent registered public
accounting firm for the fiscal year ending November 30, 2010
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53,171,759
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466,345
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40,349
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ITEM
9.01
Financial
Statements and Exhibits
(d)
Exhibits.
Exhibit
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Number
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Description
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10.1
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2004
Stock Incentive Plan (incorporated by reference to the previously filed Proxy
Statement filed on September 10, 2009)
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10.2
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Form of
Restricted Stock Unit Agreement (incorporated by reference to the Current
Report on Form 8-K filed on December 21, 2007)
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2
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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JOES
JEANS INC.
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(Registrant)
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Date:
October 29, 2010
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By:
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/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)
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3
Exhibit Index
Exhibit
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Number
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Description
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10.1
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2004
Stock Incentive Plan (incorporated by reference to the previously filed Proxy
Statement filed on September 10, 2009)
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10.2
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Form of
Restricted Stock Unit Agreement (incorporated by reference to the Current
Report on Form 8-K filed on December 21, 2007)
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4
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