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): November 9, 2011

 


 

Tuesday Morning Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation)

 

0-19658

(Commission File Number)

 

75-2398532

(IRS Employer Identification No.)

 

6250 LBJ Freeway

 

 

Dallas, Texas

 

75240

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (972) 387-3562

 


 

Not applicable

(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:

 

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

 

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

 

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

 

o            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.

 

Tuesday Morning Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on November 9, 2011.  At the Annual Meeting, the Company’s stockholders voted on each of the below proposals, which are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on September 28, 2011.  The final voting results of the Annual Meeting are set forth below.

 

Proposal 1 — Election of Directors — The Company’s stockholders elected Bruce A. Quinnell, William J. Hunckler, III, Kathleen Mason, David B. Green, Starlette Johnson and Sheldon I. Stein to serve as directors of the Company until their terms expire at the Company’s next annual meeting of stockholders.  The voting results for each of these individuals were as follows:

 

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Bruce A. Quinnell

 

13,016,939

 

14,595,980

 

9,753,300

 

William J. Hunckler, III

 

15,061,224

 

12,551,695

 

9,753,300

 

Kathleen Mason

 

21,450,512

 

6,162,407

 

9,753,300

 

David B. Green

 

15,006,459

 

12,606,460

 

9,753,300

 

Starlette Johnson

 

19,667,755

 

7,945,164

 

9,753,300

 

Sheldon I. Stein

 

27,032,275

 

580,644

 

9,753,300

 

 

Proposal 2 — Ratification of the Selection of Independent Registered Public Accounting Firm — The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2012. The voting results were 37,003,051 shares “For,” 354,694 shares “Against” and 8,474 abstentions.

 

Proposal 3 — Advisory Vote on Executive Compensation — The Company’s stockholders cast their votes with respect to the advisory vote on the Company’s executive compensation as follows: 10,061,023 shares “For,” 17,536,736 shares “Against,” 15,160 abstentions and 9,753,300 broker non-votes.

 

Proposal 4 — Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation — The Company’s stockholders cast their votes with respect to the advisory vote on the preferred frequency of future advisory votes on the Company’s executive compensation as follows: 24,685,186 shares for every “1 year,” 17,431 shares for every “2 years,” 2,883,283 shares for every “3 years,” 27,019 abstentions and 9,753,300 broker non-votes.

 

Consistent with a majority of the votes cast with respect to Proposal 4, the Company’s Board of Directors has determined that the Company will hold a stockholder advisory vote on the Company’s executive compensation once every year until the next required vote on the frequency of stockholder votes on the Company’s executive compensation as required pursuant to Section 14(A) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

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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.

 

 

TUESDAY MORNING CORPORATION

 

 

Date: November 10, 2011

By:

/s/ Stephanie Bowman

 

 

Stephanie Bowman

 

 

Executive Vice President and Chief

 

 

Financial Officer

 

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