SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated December 3, 2010


of


ZALE CORPORATION


A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129

901 West Walnut Hill Lane
Irving, Texas  75038
(972) 580-4000




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))




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

          On December 3, 2010, Zale Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).  The following matters were voted upon and the results of the voting were as follows:  

          (1)       A proposal to elect seven directors for terms that will expire at the 2011 annual meeting of stockholders.  The nominees, Messrs. Braverman, Gilman, Kaluzny, Killion, Lowe, Morrow and Sonsteby were elected to serve as directors.  The results of the voting were as follows:

       
Nominees Votes For Votes Withheld Broker Non-Votes
Yuval Braverman 15,584,170 702,744 10,126,571
Kenneth B. Gilman 15,893,131 393,783 10,126,571
Stefan L. Kaluzny 15,946,608 340,306 10,126,571
Theo Killion 15,938,357 348,557 10,126,571
John B. Lowe, Jr. 15,866,936 419,978 10,126,571
Peter Morrow 15,946,945 339,969 10,126,571
Charles M. Sonsteby 15,589,634 697,280 10,126,571

          (2)       A proposal to approve an amendment to the Zale Corporation Non-Employee Director Equity Compensation Plan to increase the number of shares reserved for issuance under the plan by 250,000 shares.  The proposal was not approved and the results of the voting were as follows:

       
Votes For Votes Against Abstentions Broker Non-Votes
4,099,010 12,131,480 56,424 10,126,571

          (3)       An advisory proposal to approve the Company’s executive pay-for-performance policies and procedures as described in the Compensation Discussion and Analysis and tabular disclosure set forth in the Company’s Proxy Statement for the Annual Meeting.  The proposal was approved and the results of the voting were as follows:

       
Votes For Votes Against Abstentions Broker Non-Votes
15,094,292 1,135,648 56,974 10,126,571

          (4)       To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2011.  The proposal was approved and the results of the voting were as follows:

     
Votes For Votes Against Abstentions
26,230,857 115,957 66,671


SIGNATURES

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



 

ZALE CORPORATION

 

 

Registrant

 
 

Date:

December 8, 2010

By:

/s/ Matthew W. Appel

 

 

Matthew W. Appel

 

Executive Vice President and

 

Chief Financial Officer