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JOE'S JEANS INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 13, 2014

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:

For Withheld Broker Non-Votes 1. Election of eight directors: Samuel J. Furrow 17,403,488 4,415,149 26,610,269 Marc B. Crossman 17,776,557 4,042,080 26,610,269 Joanne Calabrese 18,141,524 3,677,113 26,610,269 Joe Dahan 18,657,541 3,161,096 26,610,269 Kelly Hoffman 18,591,683 3,226,954 26,610,269 Peter Kim 18,384,401 3,434,236 26,610,269 Suhail R. Rizvi 19,286,270 2,532,367 26,610,269 Kent Savage 17,806,036 4,012,601 26,610,269 Broker For Against Abstain Non-Votes 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. 19,028,496 2,674,239 115,902 26,610,269 Broker For Against Abstain Non-Votes 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. 19,167,041 2,508,298 143,298 26,610,269 Broker For Against Abstain Non-Votes 5. Approval of compensation to named executive officers. 16,647,541 3,658,554 1,512,542 26,610,269 For Against Abstain 6. Appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending November 30, 2014. 42,457,154 5,099,333 872,419 2



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