Current Report Filing (8-k)
29 July 2020 - 6:06AM
Edgar (US Regulatory)
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):
July 27, 2020
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
001-35239
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Delaware
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20-8874704
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(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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8760 Clay Road,
Houston, Texas
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77080
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(Address of Principal Executive Offices)
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(Zip Code)
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(713) 864-1358
(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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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FRAN
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The Nasdaq Stock Market LLC
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Purchase Rights of Series A Junior Participating Preferred Stock, par value $0.01 per share
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N/A
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The Nasdaq Stock Market LLC
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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 2.02.
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Results of Operations and Financial Condition.
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On July 28, 2020, Francesca’s Holdings
Corporation (the “Company”) issued a press release announcing its consolidated financial results for the fiscal first
quarter ended May 2, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report. This information shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated
by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a) The annual meeting
of stockholders (the “Annual Meeting”) of the Company was held on July 27, 2020.
(b) At the Annual Meeting,
the Company’s stockholders (i) elected two nominees, Mr. Philip F. Bleser and Mr. Martyn Redgrave, to the
Board of Directors of the Company to serve as Class III directors until the Company’s 2023 annual meeting of stockholders
and until their respective successors are duly elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as
the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021, (iii) approved,
on an advisory basis, the compensation of the Company’s named executive officers, and (iv) did not ratify the adoption of
the Company’s Stockholder Rights Plan.
Set forth below are
the final voting tallies for the Annual Meeting:
Election of Directors
Nominee
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For
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Withheld
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Broker Non-Votes
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Philip F. Bleser
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824,526
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13,985
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1,467,881
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Martyn Redgrave
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823,492
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15,019
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1,467,881
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Auditor Ratification
For
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Against
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Abstain
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2,187,921
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113,066
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5,405
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Advisory Approval of Named Executive Officer Compensation
For
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Against
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Abstain
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Broker Non-Votes
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800,980
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30,420
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7,111
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1,467,881
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Ratification of Stockholder Rights Plan
For
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Against
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Abstain
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Broker Non-Votes
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289,813
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545,863
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2,835
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1,467,881
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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FRANCESCA’S HOLDINGS CORPORATION
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Date: July 28, 2020
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By:
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/s/ Cindy Thomassee
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Cindy Thomassee
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Executive Vice President and Chief Financial Officer
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