CHRISTOPHER & BANKS CORPORATION (NYSE:CBK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
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.
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.
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(a)
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The Annual Meeting of Stockholders (the “Annual Meeting”)
of the Company was held on June 14, 2017. |
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(b)
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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. |
Annual Meeting:
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election of six directors to serve until the 2018 Annual
Meeting of Stockholders and until their successors are duly elected and qualified; |
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an advisory vote on executive compensation as described in
the Annual Meeting proxy statement (the “Say-on-Pay” vote); |
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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 |
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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. |
follows:
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Nominee
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Votes For
(% of Voted Shares)
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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%
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6.6%
|
0.07%
|
29.1%
|
|
Joel N. Waller
|
17,116,066
|
1,350,732
|
14,952
|
10,958,848
|
|
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92.7%
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7.3%
|
0.04%
|
29.1%
|
|
Laura A. Weil
|
16,442,995
|
2,023,406
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15,349
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10,958,848
|
|
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89.0%
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11.0%
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0.04%
|
29.1%
|
to serve until the 2018 Annual Meeting of Stockholders.
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%
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3.2%
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0.4%
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29.1%
|
“Say-on-Pay” vote were “FOR” approval of the executive
compensation as described in the Annual Meeting proxy statement.
vote were as follows:
|
1 Year
(% of Voted Shares)
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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%
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29.1%
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“Say-on-Frequency” vote were for “ONE YEAR” as described in
the Annual Meeting proxy statement.
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)
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Votes Against
(% of Voted Shares)
|
Abstentions
(% of Outstanding Shares)
|
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28,643,840
|
777,819
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18,939
|
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97.4%
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2.6%
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0.1%
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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.
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.
Agreement.
CHRISTOPHER & BANKS CORP ExhibitEX-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.
