Item 2.02 Results of Operations and Financial Condition.
On October 29, 2009, Elizabeth Arden, Inc. (the "Company") issued a press release (i) to announce its financial results for its first fiscal quarter ended September 30, 2009, and (ii) to provide net sales and earnings per diluted share guidance for the three months ending December 31, 2009 and the fiscal year ending June 30, 2010.
A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Pursuant to an amendment to Section 607.0728 of the Florida Business Corporation Act that became effective on October 1, 2009, Florida corporations are permitted to adopt majority voting for the election of directors through an amendment to their bylaws. On October 27, 2009, the Board of Directors (the "Board") of the Company adopted amended and restated bylaws (the "Amended Bylaws") to provide that, in an uncontested election for directors, a director would need to receive a majority of the votes cast at the annual meeting of shareholders in order to be elected to the Board. The Amended Bylaws also provide that in a contested election, a director would need to receive a plurality of the votes cast at the annual meeting of shareholders in order to be elected to the Board. The Amended Bylaws are effective January 1, 2010.

In conjunction with the adoption of the Amended Bylaws, the Board amended and restated the Company's Corporate Governance Guidelines and Principles, effective January 1, 2010, to implement a policy that any director who is not re-elected to the Board in an uncontested election by the requisite majority of votes cast at an annual meeting of shareholders submit his/her resignation to the Board. The Amended Bylaws require the Nominating and Corporate Governance Committee to then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. The Amended Bylaws provide that the Board will act on the Nominating and Corporate Governance Committee's recommendation and publicly disclose the Board's decision within 90 days from the date of the certification of the election results.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated Bylaws, effective January 1, 2010.

99.1 Press release of Elizabeth Arden, Inc., dated October 29, 2009.

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