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HOTT > SEC Filings for HOTT > Form 8-K on 7-Jun-2012All Recent SEC Filings

Show all filings for HOT TOPIC INC /CA/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HOT TOPIC INC /CA/


7-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2012, the shareholders of Hot Topic, Inc., or Hot Topic, voted to approve Hot Topic's 2012 Equity Incentive Plan, or 2012 EIP. A more detailed description of the 2012 EIP is set forth in the Company's Registration Statement filed on Form S-8 on June 5, 2012 and is incorporated by reference as Exhibit 99.1.



Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Hot Topic held on June 5, 2012, the nine nominees for director listed below were elected to hold office until the Company's 2013 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending February 2, 2013 was ratified. Further, the shareholders approved our 2012 Equity Incentive Plan, and approved (on a non-binding and advisory basis) the compensation of our named executive officers. Set forth below are the voting results for these proposals:

                                               Against/                     Broker
                                    For        Withhold       Abstain      Non-Votes
 (i) Election of Directors

 (a) Steven Becker               32,074,634     3,087,804             0     4,052,150

 (b) Evelyn D'An                 34,992,983       169,455             0     4,052,150

 (c) Matthew Drapkin             35,126,674        35,764             0     4,052,150

 (d) Terri Funk Graham           34,967,226       195,212             0     4,052,150

 (e) Lisa Harper                 34,734,936       427,502             0     4,052,150

 (f) W. Scott Hedrick            30,448,264     4,714,174             0     4,052,150

 (g) John Kyees                  35,123,897        38,541             0     4,052,150

 (h) Andrew Schuon               30,362,684     4,799,754             0     4,052,150

 (i) Thomas Vellios              32,318,622     2,843,816             0     4,052,150

 (ii) Ratification of Ernst &
 Young LLP as the Company's
 Independent Auditors for the
 fiscal year ending February 2,
 2013                            38,574,891       551,065        88,632             0

 (iii) Approval of the
 Company's 2012 Equity
 Incentive Plan                  30,062,517     5,089,270        10,651     4,052,150

 (iv) Approval of the
 Compensation of the Company's

Named Executive Officers 28,761,898 6,219,265 181,275 4,052,150



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

         Exhibit No.           Description

         99.1                  Hot Topic, Inc. 2012 Equity Incentive Plan (Filed as
                               Exhibit 99.1 to Registrant's Registration Statement
                               on Form S-8 filed on June 5, 2012, and incorporated
                               herein by reference.)
         99.2                  Press Release of Hot Topic, Inc. dated June 6, 2012.


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