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): September 7, 2011
99¢ ONLY STORES
(Exact Name of Registrant as Specified in Charter)
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California
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1-11735
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95-2411605
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4000 East Union Pacific Avenue
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City of Commerce, California
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90023
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(Address of Principal Executive Offices)
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(Zip Code)
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(323) 980-8145
(Registrant’s telephone number, including area code)
None
(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 (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 7, 2011, the Company held its Annual Meeting.
The following items were voted on by shareholders at the Annual Meeting and listed below are the final voting results:
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1.
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The shareholders elected the following individuals to the Company’s Board of Directors:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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David Gold
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50,274,341 | 5,258,328 | 22,081 | 7,824,840 | ||||||||||||
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Eric Schiffer
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50,907,013 | 4,625,628 | 22,109 | 7,824,840 | ||||||||||||
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Jeff Gold
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50,337,344 | 5,195,196 | 22,210 | 7,824,840 | ||||||||||||
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Eric G. Flamholtz
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54,367,964 | 1,161,510 | 25,276 | 7,824,840 | ||||||||||||
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Lawrence Glascott
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55,062,626 | 470,054 | 22,070 | 7,824,840 | ||||||||||||
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Marvin Holen
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53,764,237 | 1,768,443 | 22,070 | 7,824,840 | ||||||||||||
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Peter Woo
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55,246,424 | 285,994 | 22,332 | 7,824,840 | ||||||||||||
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2.
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The shareholders approved, on an advisory basis, the compensation of the named executive officers disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion set forth in the Proxy Statement filed on July 27, 2011:
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For
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Against
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Abstain
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Broker Non-Votes
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| 52,899,526 | 2,430,061 | 225,163 | 7,824,840 | |||||||||||
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3.
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The shareholders approved, on an advisory basis, a three-year frequency of future advisory votes on our Executive Compensation program:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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| 14,232,462 | 198,490 | 40,856,678 | 267,120 | 7,824,840 | ||||||||||||||
In light of this recommendation from the Company’s shareholders, which is consistent with the Board of Directors’ voting recommendation as described in the Proxy Statement, the Company has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every three years.
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4.
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The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012:
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For
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Against
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Abstain
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| 63,218,569 | 115,942 | 45,079 | ||||||||
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5.
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The shareholders did not approve a shareholder proposal regarding the election of an independent lead director:
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For
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Against
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Abstain
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Broker Non-Votes
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| 18,756,528 | 36,776,061 | 22,161 | 7,824,840 | |||||||||||
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.
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99¢ ONLY STORES
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Date: September 13, 2011
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By:
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/s/ Eric Schiffer
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Eric Schiffer
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Chief Executive Officer
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