CHRISTOPHER & BANKS CORPORATION (NYSE:CBK) Files An 8-K Entry into a Material Definitive Agreement

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CHRISTOPHER & BANKS CORPORATION (NYSE:CBK) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2017, the Board of Directors (the “Board”) of
Christopher Banks Corporation (the “Company”) approved an
updated form of indemnification agreement (the “Indemnification
Agreement”) to be entered into by the Company with each of its
directors and with certain of its officers. The Indemnification
Agreement, among other things, requires the Company to indemnify
each director and officer to the fullest extent permitted by
Delaware law, including indemnification of expenses such as
attorney’s fees, judgments, fines and settlement amounts
incurred by the director or executive officer in any action or
proceeding arising out of the person’s services as a director,
executive officer or other fiduciary of the Company or any of its
subsidiaries. The Indemnification Agreement also would replace
the existing indemnification agreements between the Company and
each of its directors and certain of its officers.
The foregoing summary of the Indemnification Agreement is not
complete and is subject to, and qualified in its entirety, by the
form of Indemnification Agreement which is attached as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
The Annual Meeting of Stockholders (the “Annual Meeting”)
of the Company was held on June 14, 2017.
(b)
There were 37,625,313 shares of common stock outstanding
and entitled to vote at the Annual Meeting, and 29,440,598
of those shares (78.24%) were represented in person or by
proxy, at the Annual Meeting.
Four items of business were considered by stockholders at the
Annual Meeting:
election of six directors to serve until the 2018 Annual
Meeting of Stockholders and until their successors are duly
elected and qualified;
an advisory vote on executive compensation as described in
the Annual Meeting proxy statement (the “Say-on-Pay”
vote);
an advisory, non-binding vote on the frequency of the
advisory Say-on-Pay vote as described in the Annual Meeting
proxy statement (the “Say-on-Frequency” vote); and
ratification of the selection by the Audit Committee of the
Board of Directors of Deloitte Touche LLP as the Company’s
independent registered public accounting firm for the
fiscal year ending February 3, 2018.
The results of the voting on the election of directors were as
follows:
Nominee
Votes For
(% of Voted Shares)
Votes Against
(% of Voted Shares)
Abstentions
(% of Outstanding Shares)
Broker Non-Votes
(% of Outstanding Shares)
Jonathan Duskin
17,148,316
1,318,624
14,810
10,958,848
92.9%
7.1%
0.04%
29.1%
Seth R. Johnson
16,446,285
2,020,655
14,810
10,958,848
89.1%
10.9%
0.04%
29.1%
Kent A. Kleeberger
17,286,702
1,180,238
14,810
10,958,848
93.6%
6.4%
0.04%
29.1%
William F. Sharpe, III
17,238,203
1,218,698
24,849
10,958,848
93.4%
6.6%
0.07%
29.1%
Joel N. Waller
17,116,066
1,350,732
14,952
10,958,848
92.7%
7.3%
0.04%
29.1%
Laura A. Weil
16,442,995
2,023,406
15,349
10,958,848
89.0%
11.0%
0.04%
29.1%
Accordingly, each of the six nominees was elected as a director
to serve until the 2018 Annual Meeting of Stockholders.
The results of the voting on the advisory “Say-on-Pay” vote
were as follows:
Votes For
(% of Voted Shares)
Votes Against
(% of Voted Shares)
Abstentions
(% of Outstanding Shares)
Broker Non-Votes
(% of Outstanding Shares)
17,746,093
595,888
139,769
10,958,848
96.8%
3.2%
0.4%
29.1%
Accordingly, a majority of votes cast on the advisory
“Say-on-Pay” vote were “FOR” approval of the executive
compensation as described in the Annual Meeting proxy statement.
The results of the voting on the advisory “Say-on-Frequency”
vote were as follows:
1 Year
(% of Voted Shares)
2 Years
(% of Voted Shares)
3 Years
(% of Voted Shares)
Abstentions
(% of Outstanding Shares)
Broker Non-Votes
(% of Outstanding Shares)
16,966,366
70,051
1,395,117
50,216
10,958,848
92.1%
0.4%
7.5%
0.1%
29.1%
Accordingly, a majority of votes cast on the advisory
“Say-on-Frequency” vote were for “ONE YEAR” as described in
the Annual Meeting proxy statement.
The results of the voting on the ratification of the selection of
Deloitte Touche LLP as the Company’s independent public
accounting firm for the fiscal year ending February 3, 2018 were
as follows:
Votes For
(% of Voted Shares)
Votes Against
(% of Voted Shares)
Abstentions
(% of Outstanding Shares)
28,643,840
777,819
18,939
97.4%
2.6%
0.1%
Accordingly, a majority of votes cast on the ratification of the
auditors were in favor of the proposal and the selection of
Deloitte Touche LLP as the Company’s independent registered
public accounting firm was ratified.
At the Annual Meeting, an advisory vote was conducted on the
frequency of future advisory votes on executive compensation. A
majority of the shares were voted for holding such advisory votes
on an annual basis. The Company has considered the outcome of
this advisory vote and has determined, as was recommended with
respect to this proposal by the Company’s Board of Directors in
the Annual Meeting proxy statement, that the Company will hold an
advisory vote on executive compensation annually.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Christopher Banks Corporation Indemnification
Agreement.



CHRISTOPHER & BANKS CORP Exhibit
EX-10.1 2 exhibit101_indemnification.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CHRISTOPHER & BANKS CORPORATIONINDEMNIFICATION AGREEMENTThis Indemnification Agreement (“Agreement”) is effective as of __________,…
To view the full exhibit click here
About CHRISTOPHER & BANKS CORPORATION (NYSE:CBK)

Christopher & Banks Corporation is a national specialty retailer featuring private-brand women’s apparel and accessories. The Company offers its customers an assortment of clothing for everyday needs. Its merchandise assortments include designs of women’s apparel, generally consisting of casual clothing, everyday basics, wear-to-work, leisure/active wear, and sleepwear in missy, petite and women sizes. The Company also offers a selection of jewelry and accessories, including footwear. The Company operates in the Retail Operations segment, which includes the operation of its retail stores, outlet stores, online and mobile. The Retail Operations segment includes activities generated by the Company’s retail store locations (Missy Petite Women (MPW), Outlet stores, Christopher & Banks (CB), and C.J. Banks (CJ)), as well as the e-commerce business. Its merchandise is developed for women of all sizes, age 40 and older.

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