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
 
December 7, 2011
Date of Report (date of earliest event reported)
 
_________________________
 
ASCENA RETAIL GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
_________________________
 
Delaware
0-11736
30-0641353
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation)
 
Identification Number)
 
30 Dunnigan Drive
Suffern, New York 10901
(Address of principal executive offices, including zip code)
 
(845) 369-4500
(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:
 
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-4c))
 

 
 

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

On December 7, 2011, Ascena Retail Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, the following items were voted upon: (1) the election of three directors to serve on the board of directors for three-year terms and until their successors are duly elected and qualified; (2) a proposal to consider the approval, by non-binding vote, of the compensation paid to the Company’s named executive officers during fiscal 2011, known as the “say-on-pay” proposal; (3) a proposal to recommend, by non-binding vote, the frequency of future advisory votes on executive compensation, known as the “frequency of say-on-pay” proposal; and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending July 28, 2012.  The voting results at the Annual Meeting, with respect to each of the matters described above, were as follows:

1.The three directors were elected based upon the following votes:

   
For
   
Withheld
   
Broker Non-Votes
 
David R. Jaffe
    60,719,457       1,192,673       11,277,911  
Klaus Eppler
    59,282,780       2,629,350       11,277,911  
Kate Buggeln
    60,783,717       1,128,413       11,277,911  

2.The compensation paid to the Company’s named executive officers during fiscal 2011, known as the “say-on-pay” proposal, was approved, by non-binding vote, based upon the following votes:

   
For
   
Against
   
Abstain
   
Broker Non-Votes
 
      60,440,804       1,410,772       60,554       11,277,911  
 
3.One year was approved, by non-binding vote, as the frequency of future advisory votes on executive compensation, known as the “frequency of say-on-pay” proposal, based upon the following votes:

1 Year
 
2 Years
   
3 Years
   
Abstain
   
Broker Non-Votes
 
55,294,001
    67,901       6,523,994       26,234       11,277,911  

In light of the results of the advisory vote on the frequency of future say-on-pay votes, the board of directors has determined that the Company will hold an advisory say-on-pay vote annually.  The board of directors may reevaluate this determination after the next stockholder advisory vote on the frequency of say-on-pay votes.

4.The appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending July 28, 2012 was ratified based upon the following votes:

   
For
   
Against
   
Abstain
 
      72,467,831       703,470       18,740  


 
 

 
 
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.
 
 
ASCENA RETAIL GROUP, INC.
 
       
Date:  December 8, 2011       
By:
/s/ Armand Correia  
   
Name:  Armand Correia
 
   
Title:    Executive Vice President and Chief Financial Officer