UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 28, 2019

 

FRANCESCA’S HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

    Delaware    
001-35239   (State or Other Jurisdiction of Incorporation)   20-8874704
(Commission File Number)       (I.R.S. Employer Identification No.)
         

8760 Clay Road,

Houston, Texas

     

 

77080

 (Address of Principal Executive Offices)       (Zip Code)

 

(713) 864-1358

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
         
Common Stock, par value $.01 per share   Fran   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

(a) The annual meeting of stockholders (the “Annual Meeting”) of Francesca’s Holdings Corporation (the “Company”) was held on June 28, 2019.

 

(b) At the Annual Meeting, the Company’s stockholders (i) elected two nominees, Mr. Richard Emmett and Mr. Richard Kunes, to the Board of Directors of the Company to serve as Class II directors until the Company’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2020, (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (iv) approved the adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued common stock, par value $0.01 per share, at a ratio not less than 5:1 and not greater than 35:1, with the exact ratio, if approved and effected at all, to be set within that range at the discretion of the Board of Directors of the Company and publicly announced by the Company on or before December 31, 2019 without further approval or authorization of the Company’s stockholders (the “Reverse Stock Split Proposal”). At the Annual Meeting, no vote was called on the proposal to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies, as there were sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal.

 

Set forth below are the final voting tallies for the Annual Meeting:

 

Election of Directors

 

Nominee   For   Withheld   Broker Non-Votes
Richard Emmett   15,199,652   2,248,899   13,339,669
             
Richard Kunes   11,974,759   5,473,792   13,339,669

 

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2019, Mr. Kunes notified the Board of Directors of his resignation as Chairman of the Board of Directors and as a Class II director of the Board of Directors, effective January 31, 2020.

 

Auditor Ratification

 

For   Against   Abstain    
29,205,791   1,553,134   29,295    

 

 

Advisory Approval of Named Executive Officer Compensation

 

For   Against   Abstain   Broker Non-Votes
14,349,543   1,506,842   1,592,166   13,339,669

 

Reverse Stock Split

 

For   Against   Abstain        
27,304,905   1,918,276   1,565,039    

 

 

 

 

Item 7.01 . Regulation FD Disclosure.

 

On June 28, 2019, following stockholder approval at the Annual Meeting of the Reverse Stock Split Proposal, the Company’s Board of Directors approved a 12-to-1 reverse stock split ratio of the Company’s common stock (the “Reverse Stock Split Ratio”), such that, at the effective time of the reverse stock split, every twelve (12) issued shares of the Company’s common stock will be converted into one (1) share of the Company’s common stock. On June 28, 2019, the Company issued a press release announcing the Board of Directors’ determination of the Reverse Stock Split Ratio and that the Company’s common stock is expected to be begin trading on a post-split basis on The Nasdaq Stock Market LLC at market open on July 2, 2019.

 

A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 . Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
99.1   Press Release issued by Francesca’s Holdings Corporation on June 28, 2019

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  FRANCESCA’S HOLDINGS CORPORATION
       
       
Date: June 28, 2019 By:   /s/ Kelly Dilts
      Kelly Dilts
      Executive Vice President and Chief Financial Officer

 

 

 

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