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): January 10, 2013
Perfumania Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Florida
0-19714
65-0977964
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

35 Sawgrass Drive, Suite 2
Bellport, NY 11713
(Address of Principal Executive Offices)(Zip Code)

(631) 866-4100
(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 (see General Instruction A.2. below):
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.

On January 10, 2013, the Company held its 2012 Annual Meeting of Shareholders. Two proposals were before the meeting: (1) the election of Stephen Nussdorf, Michael W. Katz, Carole Ann Taylor, Joseph Bouhadana, Paul Garfinkle, Frederick E. Purches, Anthony D'Agostino, Esther Egozi Choukroun, Glenn H. Gopman and Robert Mitzman as directors of the Company to serve until the 2013 Annual Meeting of Shareholders and (2) the ratification of the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2013 (fiscal 2012).

All of the proposals were approved. The votes with respect to the proposals are set forth below.
(1) Elect the Directors of the Company to serve until the 2013 Annual Meeting:

Name of Director Nominees
For
Withheld
Broker Non-Votes
Stephen Nussdorf
11,717,652
878,317
2,374,352
Michael W. Katz
11,717,601
878,368
2,374,352
Carole Ann Taylor
12,125,238
470,731
2,374,352
Joseph Bouhadana
12,247,397
348,572
2,374,352
Paul Garfinkle
12,249,197
346,772
2,374,352
Frederick E. Purches
11,720,317
875,652
2,374,352
Anthony D'Agostino
12,218,723
377,246
2,374,352
Esther Egozi Choukroun
12,240,583
355,386
2,374,352
Glenn H. Gopman
12,241,558
354,411
2,374,352
Robert Mitzman
12,247,313
348,656
2,374,352

(2) Ratification of the appointment of CohnReznick LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2013 (fiscal 2012):

For
Against
Abstain
14,454,464
362,192
153,665











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.

 
Perfumania Holdings, Inc.
Date: January 16, 2013
By:  /S/ Donna L. Dellomo
Donna L. Dellomo
Vice President and Chief Financial Officer