Additional Proxy Soliciting Materials (definitive) (defa14a)
May 13 2019 - 4:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
x
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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FRANCESCA’S
HOLDINGS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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See the reverse side of this
notice to obtain proxy materials and voting instructions. E79395-P17489 You are receiving this communication because you hold
shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents
only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials
online at http://materials.proxyvote.com/351793 or easily request a paper copy (see reverse side). We encourage you to access
and review all of the important information contained in the proxy materials before voting. FRANCESCA'S HOLDINGS CORPORATION ***
Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to Be Held on June 28, 2019 FRANCESCA'S HOLDINGS CORPORATION 8760 CLAY ROAD, SUITE 100 HOUSTON, TX 77080 Meeting Information Meeting
Type: Annual Meeting For holders as of: May 1, 2019 Date: June 28, 2019 Time: 10:00 AM CDT Location: 8760 Clay Road, Suite 100
Houston, TX 77080
E79396-P17489 Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before June 14, 2019 to facilitate timely delivery. How to View Online: Have the information that is printed in the
box marked by the arrow (located on the following page) available and visit: www.proxyvote.com. How to Request and Receive a PAPER
or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE:
1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with
the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Proxy Materials
Available to VIEW or RECEIVE: × XXXX XXXX XXXX XXXX × XXXX XXXX XXXX XXXX Before You Vote How to Access the Proxy
Materials How To Vote Please Choose One of the Following Voting Methods 1. NOTICE & PROXY STATEMENT 2. 2018 ANNUAL REPORT
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
At the meeting, you will need to request a ballot to vote these shares. Vote By Internet or Telephone: To vote now by Internet
or Telephone, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following
page) available and follow the applicable voting instructions. Vote By Mail: You can vote by mail by requesting a paper copy of
the materials, which will include a proxy card. × XXXX XXXX XXXX XXXX
Voting Items Nominees: 01)
Mr. Richard Emmett 02) Mr. Richard Kunes 4. The approval of an amendment to the Company's Certificate of Incorporation to effect
a reverse stock split of the Company's common stock at a ratio of not less than 5:1 and not more than 35:1. 2. The ratification
of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year
ending February 1, 2020. 3. The approval, on an advisory basis, of the Company's executive compensation. 5. The approval of a
proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient
votes at the Annual Meeting to approve Proposal 4. 1. Election of Directors The Board of Directors recommends you vote FOR ALL
of the following Class II directors to serve until the Company's 2022 Annual Meeting of Stockholders: The Board of Directors recommends
you vote FOR proposals 2, 3, 4 and 5: NOTE: In their discretion, the proxies are authorized to vote upon such other business as
may properly come before the meeting or any adjournment or postponement thereof. E79397-P17489
E79398-P17489
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