CHRISTOPHER & BANKS CORPORATION (NYSE:CBK) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
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(a) |
The Annual Meeting of Christopher & Banks Corporation (the "Company") was held on June 13, 2018. |
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(b) |
There were 38,077,635 shares of common stock outstanding and entitled to vote at the Annual Meeting, and 30,195,310 of those shares (79.29%) were represented in person or by proxy, at the Annual Meeting. |
Five items of business were considered by stockholders at the Annual Meeting:
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the election of seven directors to serve until the 2019 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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approval of the Company's 2018 Stock Incentive Plan (the "2018 Stock Plan"); |
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approval of the Company's amended and restated 2013 Directors' Equity Incentive Plan (the "Directors' Plan"), including an increase in the number of shares authorized under the Directors' Plan; 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 2, 2019. |
The results of the voting on the election of director-nominees 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 |
18,683,417 |
849,219 |
145,654 |
10,517,020 |
|
95.7% |
4.3% |
0.4% |
27.6% |
|
|
Seth R. Johnson |
18,671,411 |
861,018 |
145,861 |
10,517,020 |
|
95.6% |
4.4% |
0.4% |
27.6% |
|
|
Keri L. Jones |
18,724,419 |
844,568 |
109,303 |
10,517,020 |
|
95.7% |
4.3% |
0.3% |
27.6% |
|
|
Kent A. Kleeberger |
18,689,379 |
842,692 |
146,219 |
10,517,020 |
|
95.7% |
4.3% |
0.4% |
27.6% |
|
|
William F. Sharpe, III |
18,728,179 |
855,591 |
94,520 |
10,517,020 |
|
95.6% |
4.4% |
0.2% |
27.6% |
|
|
Joel N. Waller |
18,545,850 |
888,025 |
244,415 |
10,517,020 |
|
95.4% |
4.6% |
0.6% |
27.6% |
|
|
Laura A. Weil |
18,635,637 |
862,237 |
180,416 |
10,517,020 |
|
95.6% |
4.4% |
0.5% |
27.6% |
Accordingly, each of the seven director-nominees was elected as a director to serve until the 2019 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) |
|
18,440,019 |
1,133,439 |
104,832 |
10,517,020 |
|
94.2% |
5.8% |
0.3% |
27.6% |
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 approval of the Company's 2018 Stock Plan were as follows:
|
Votes For (% of Voted Shares) |
Votes Against (% of Voted Shares) |
Abstentions (% of Outstanding Shares) |
Broker Non-Votes (% of Outstanding Shares) |
|
17,691,042 |
1,948,362 |
38,886 |
10,517,020 |
|
90.1% |
9.9% |
0.1% |
27.6% |
Accordingly, a majority of votes cast on the approval of the 2018 Stock Plan vote were "FOR" as described in the Annual Meeting proxy statement and the Plan was adopted.
The results of the voting on the approval of the Company's amended and restated Directors' Plan were as follows:
|
Votes For (% of Voted Shares) |
Votes Against (% of Voted Shares) |
Abstentions (% of Outstanding Shares) |
Broker Non-Votes (% of Outstanding Shares) |
|
17,795,986 |
1,837,742 |
44,562 |
10,517,020 |
|
90.6% |
9.4% |
0.1% |
27.6% |
Accordingly, a majority of votes cast on the Company's amended and restated Directors' Plan vote were "FOR" as described in the Annual Meeting proxy statement and the Plan was adopted.
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 2, 2019 were as follows:
|
Votes For (% of Voted Shares) |
Votes Against (% of Voted Shares) |
Abstentions (% of Outstanding Shares) |
|
29,820,642 |
39,637 |
335,031 |
|
99.9% |
0.1% |
0.9% |
Accordingly, a majority of votes cast on the ratification of the auditors were in favor of the proposal and thus the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.
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.
