ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On December 14, 2018, Ascena Retail Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment Number Two (the “Amendment”) to the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015), as amended (the “Omnibus Incentive Plan”), in order to, among other items, increase the aggregate number of shares available for issuance under the Omnibus Incentive Plan by 13,100,000 shares to 83,600,000 shares, and limit the aggregate value of stock- and cash-based awards that may be granted to any non-employee member of the Company’s Board of Directors (the “Board”) in any fiscal year, solely with respect to his or her service to the Board, to $750,000. The Board and Compensation and Stock Incentive Committee of the Board previously approved the Amendment, subject to stockholder approval. The Company’s named executive officers are eligible to participate in the Omnibus Incentive Plan.

A summary of the Amendment and the Omnibus Incentive Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on November 1, 2018 (the “Proxy Statement”). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also at the Annual Meeting, the Company’s stockholders approved a proposal to amend and restate the Company’s existing Second Amended and Restated Certificate of Incorporation, as amended (the “Existing Certificate”), to combine into one document a prior amendment and delete the language in Section 11(c) of the Existing Certificate referring to directors having the ability to remove other directors from the Board for cause. Under Section 141(k) of the Delaware General Corporation Law, directors are not authorized to remove other directors from the board of directors, such power being reserved for the stockholders of the Company. Following approval by the Company’s stockholders at the Annual Meeting, the Company filed a third amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware and it became effective on December 14, 2018. The Board and Leadership and Corporate Governance Committee of the Board previously approved the Restated Certificate, subject to stockholder approval.

The foregoing description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results for each of the matters submitted to a stockholder vote at the Annual Meeting are set forth below:

1.

The stockholders elected three directors with terms expiring at the Company’s 2021 Annual Meeting of Stockholders, and subject to the election and qualification of their successors, based upon the following vote results:

Votes

For

Votes

Against

Abstentions

Broker Non-Votes

Steven L. Kirshenbaum

160,515,846

1,393,030

13,912

17,889,440

Carrie W. Teffner

160,814,459

1,092,825

15,504

17,889,440

Linda Yaccarino

159,875,350

2,036,203

11,235

17,889,440

2.

The stockholders approved Amendment Number Two to the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015), as amended, based upon the following vote results:

Votes

For

Votes

Against

Abstentions

Broker Non-Votes

150,797,596

10,987,015

138,177

17,889,440

3.

The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers during fiscal 2018 (commonly known as the “say-on-pay” proposal), based upon the following votes:

Votes

For

Votes

Against

Abstentions

Broker Non-Votes

160,665,193

1,121,783

135,812

17,889,440

4.

The stockholders approved the amendment and restatement of the Company’s Second Amended and Restated Certificate of Incorporation, as amended, based upon the following votes:

Votes

For

Votes

Against

Abstentions

Broker Non-Votes

161,648,395

150,980

123,413

17,889,440

5.

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending August 3, 2019, based upon the following votes:

Votes

For

Votes

Against

Abstentions

177,665,001

2,105,888

41,339

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1Ascena Retail Group, Inc. Third Amended and Restated Certificate of Incorporation.
10.1Amendment Number One to the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated effective December 10, 2015).
10.2Amendment Number Two to the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated effective December 10, 2015), as amended.

Ascena Retail Group, Inc. Exhibit
EX-3.1 2 exhibit31asnathirdamendeda.htm EXHIBIT 3.1 Exhibit THIRD AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OF ASCENA RETAIL GROUP,…
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About ASCENA RETAIL GROUP, INC. (NASDAQ:ASNA)

Ascena Retail Group, Inc. is a specialty retailer of apparel for women and tween girls. The Company operates through six segments: ANN, Justice, Lane Bryant, maurices, dressbarn and Catherines. The ANN segment offers feminine classics and fashion choices, sold primarily under the Ann Taylor and LOFT brands. The Justice segment offers apparel to girls who are aged 6 to 12. The Lane Bryant segment offers apparel to female customers in plus-sizes 14-28. The maurices segment offers women’s casual clothing, career wear, dressy apparel, active wear and accessories. The dressbarn segment consists of the specialty retail, outlet and e-commerce operations of the dressbarn brand. The Catherines segment offers classic apparel and accessories to female customers for wear-to-work and casual lifestyles. As of July 30, 2016, the Company operated approximately 4,900 stores in 49 United States’ states, the District of Columbia, Canada and Puerto Rico.

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