Summary of TRANS WORLD ENTERTAINMENT CORP

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

At the Trans World Entertainment Corporation (the "Company" or "Trans World") 2012 annual meeting of stockholders held on July 12, 2012 (the "Annual Meeting") the Company's stockholders approved amendments to the Company's Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors (the "Charter Amendment"). A brief summary of the amendments to the Company's Amended and Restated Certificate of Incorporation was included as part of Item 1 in Trans World's definitive proxy statement filed with the Securities and Exchange Commission on June 8, 2012. The summaries contained in the proxy statement are qualified by and subject to the full text of Trans World's Amended and Restated Certificate of Incorporation (which reflects the Charter Amendment), filed with the New York State Department of State on July 12, 2012 attached hereto as Exhibit 3.1 and incorporated by reference herein.

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

At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are more fully described in our proxy statement:

Proposal No. 1 - Amendment to Amended and Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors; and

Proposal No. 2 -Election of Directors.

On the record date for the Annual Meeting, there were 31,455,004 shares issued, outstanding and entitled to vote. Shareholders holding 28,418,792 shares were present at the meeting, in person or represented by proxy. The results of the voting at the Annual Meeting were as follows:

PROPOSAL NO. 1- AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL
ELECTION OF DIRECTORS


Votes For    Votes Against   Abstentions   Broker Non-Votes
----------   -------------   -----------   ----------------

28,416,153       2,282           357          3,036,212

PROPOSAL NO. 2 - ELECTION OF DIRECTORS


    Director       Votes For    Votes Against   Broker Non-Votes
----------------   ----------   -------------   ----------------

Michael B. Solow   28,325,021      93,771          3,036,212
Robert E. Marks    28,410,222       8,570          3,036,212

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:

Exhibit No.   Description
-----------   --------------------------------------------------------------------

    3.1       Amended and Restated Certificate of Incorporation of Trans World
              Entertainment Corporation.