8-K Voting Results + Charter Amendment


 

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 6, 2013
 
 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting of Stockholders of Express, Inc. (the "Company"), held on June 6, 2013, the Company's stockholders approved a proposal to amend Section 4 of Article Seven of the Company's Certificate of Incorporation (the "Certificate of Incorporation") to remove the requirement of plurality voting for directors. The amendment to the Certificate of Incorporation was previously approved by the Company's Board of Directors (the "Board"), subject to approval by stockholders. A Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") was filed with the Secretary of State of the State of Delaware on June 6, 2013. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Board also previously approved an amendment and restatement of the Company's Bylaws, which amendment was contingent upon the approval by stockholders of the amendment to the Certificate of Incorporation described above. Article II, Section 8 of the Company's Bylaws was amended to provide for a majority vote standard in uncontested director elections, while retaining a plurality vote standard in the event of a contested election. Article II, Section 11(b)(iii) of the Company's Bylaws was amended to adopt the requirement that a stockholder's notice of nomination of a person for election to the Board include a statement whether such nominee, if elected, intends to tender a letter of resignation, effective upon such nominee's failure to receive the required vote for re-election at the next meeting at which such nominee would face re-election, in accordance with the Company's Corporate Governance Guidelines. The Company's Amended and Restated Bylaws became effective on June 6, 2013, upon the effectiveness of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware as described above. A copy of the Company's Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 6, 2013, the Company held its Annual Meeting of Stockholders. 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 Class III Directors:
  
 
 
  
 
 
  
 
 
 
 
Sona Chawla
  
72,809,374
 
818,420
 
2,997,980
 
 
 
 
 
Theo Killion
  
72,925,687
 
702,107
 
2,997,980
 
 
 
 
 
       Michael Weiss
 
72,157,596
 
1,470,198
 
2,997,980
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Votes For
  
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
2.
Advisory Vote to Approve Executive Compensation (Say-on-Pay):

 
69,509,585

3,910,212
 
207,997
 
2,997,980
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
1 YEAR
  
2 YEARS
 
3 YEARS
 
Abstentions
 
Broker
Non-Votes
3.
Advisory Vote to Determine the Frequency of Future Advisory Votes on Executive Compensation:
  
63,922,358
 
2,728,191
 
6,650,958
 
326,287
 
2,997,980
 
 
 
 
 
 
 
 
 
 
 
 
Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Board, the Company will hold a stockholder advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of its named executive officers as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
4.
Approval of an Amendment to the Company's Certificate of Incorporation to Remove the Requirement of Plurality Voting for Directors:
 
73,601,939
 
20,106
 
5,749
 
2,997,980
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes For
 
Votes Against
 
Abstentions
 
 
 
 
5.
Ratification of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm:
 
76,613,192
 
8,575
 
4,007
 
 
 
 




Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

3.1    Certificate of Amendment of Certificate of Incorporation of Express, Inc.
        
3.2    Amended and Restated Bylaws of Express, Inc.







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 11, 2013
 
By
/s/ Lacey J. Bundy
 
 
 
Lacey J. Bundy
 
 
 
Senior Vice President, General Counsel and Secretary