UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 7, 2013

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

(714) 414-4000

Registrant’s telephone number, including area code

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):

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described below under Item 5.07, effective as of June 7, 2013, the shareholders of Pacific Sunwear of California, Inc. (the “Company”) approved an amendment to the Company’s Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. The text of such amendment is attached to this report as Exhibit 3.1.

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

The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on June 7, 2013. A total of 76,872,018 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company’s shares entitled to vote at the Annual Meeting as of April 26, 2013, the record date for the Annual Meeting. Of such shares, 63,398,451 shares were issued and outstanding shares of common stock, and 13,473,537 shares were underlying the Series B Convertible Preferred Stock (the “Series B Preferred”) and were voted by the holders of the Series B Preferred on an as-converted basis. The following matters were acted upon:

1. Amendment of Bylaws (Proposal 1)

The shareholders approved an amendment to the Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. Voting results from the Annual Meeting for Proposal No. 1 are set forth below:

2. Election of Directors (Proposal 2)

At the Annual Meeting, Peter Starrett, Brett Brewer, and David Filler were elected by the shareholders as Class II directors of the Company for three-year terms ending in 2016.

Voting results from the Annual Meeting for the election of directors are set forth below:

3. Appointment of Independent Registered Public Accounting Firm (Proposal 3)

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2014.

Voting results from the Annual Meeting for Proposal 3 are set forth below:

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4. New Shareholder Protection Rights Plan (Proposal 4)

The shareholders ratified the New Shareholder Protection Rights Plan.

Voting results from the Annual Meeting for Proposal 4 are set forth below:

Item  9.01 Financial Statements and Exhibits

(d) Exhibits.

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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.

Dated: June 13, 2013

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