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): May 24, 2011

 

 

GORDMANS STORES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34842   26-3171987

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

12100 West Center Road

Omaha, Nebraska 68144

(Address of principal executive offices, zip code)

(402) 691-4000

(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))

 

 

 


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

The Annual Meeting of stockholders of Gordmans Stores, Inc. (the “Company”) was held on May 24, 2011. All matters submitted to a vote of the Company’s stockholders, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2011, were approved. The number of shares of common stock entitled to vote at the annual meeting was 18,703,086, representing the number of shares of common stock outstanding as of the record date, or April 25, 2011.

The results for each matter voted on were as follows:

1. Election of Directors:

 

Nominee

   Votes For      Votes Withheld      Broker
Non-Votes
 

Jeffrey J. Gordman

     15,635,860         2,328,036         533,075   

Stewart M. Kasen

     17,112,681         851,215         533,075   

James A. Shea

     17,112,681         851,215         533,075   

Each of the nominees was elected for a term of three years.

2. Ratification of the Audit Committee’s appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending January 28, 2012:

 

Votes For      Votes Against      Abstain      Broker
Non-Votes
 
  18,468,371         28,600         —           —     

The appointment of Grant Thorton LLP as the independent registered public accounting firm for the fiscal year ending January 28, 2012 was ratified.

3. Proposal to amend the 2010 Omnibus Incentive Compensation Plan to increase the number of shares of common stock authorized for issuance:

 

Votes For      Votes Against      Abstain      Broker
Non-Votes
 
  14,571,004         3,390,042         2,850         533,075   

The proposal to amend the 2010 Omnibus Incentive Compensation Plan to increase the number of shares of common stock authorized for issuance was approved.

4. An advisory vote on executive compensation:

 

Votes For      Votes Against      Abstain      Broker
Non-Votes
 
  17,956,682         1,912         5,302         533,075   

The compensation of the Company’s named executive officers as disclosed in the proxy statement under “Executive Compensation” was approved on an advisory basis.

 

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5. An advisory vote on the frequency of future advisory votes on executive compensation. Advisory votes regarding the frequency of a stockholder vote on the compensation of the Company’s named executive officers were as follows:

 

Every One
Year
     Every Two
Years
     Every Three
Years
     Abstain      Broker
Non-Votes
 
  2,584,980         214,686         15,164,230         —           533,075   

The option of every three years received the highest number of votes in the advisory vote on the frequency of a stockholder vote on compensation of the Company’s named executive officers.

 

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SIGNATURE

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.

 

    GORDMANS STORES, INC.
Date: May 27, 2011     By:  

/s/ Michael D. James

      Name:   Michael D. James
      Title:  

Vice President, Chief Financial

Officer and Treasurer

 

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