Summary of WET SEAL INC - Yahoo! Finance

Entry into a Material Definitive Agreement, Change in Directors or Principal Officer

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement with The Clinton Group

On October 4, 2012, The Wet Seal, Inc. (the "Company") entered into an agreement (the "Settlement Agreement") with Clinton Group, Inc., on behalf of itself and its affiliates (the "Clinton Group"), for the purpose of resolving the pending consent solicitation and effecting an orderly change in the composition of the Company's board of directors (the "Board"). Pursuant to the Settlement Agreement, Harold D. Kahn, Jonathan Duskin, Sidney M. Horn and Henry D. Winterstern (collectively, the "Resigning Directors") resigned from the Board (with Kenneth M. Reiss, Kathy Bronstein and John Goodman remaining as members of the Board). In connection with the Settlement Agreement, Dorrit M. Bern, Lynda J. Davey, Mindy C. Meads and John S. Mills were appointed as directors of the Board to fill the four vacancies created by the resignation of the Resigning Directors.

The Settlement Agreement contains the additional material terms:

• The Resigning Directors shall make themselves reasonably telephonically available to the new Board as reasonably requested by the new Board until October 23, 2012 to facilitate an orderly transition.

• Mr. Kahn shall continue to provide consulting services by telephone to the Board and the Company until October 23, 2012, pursuant to the revised compensation arrangements previously agreed to between the Company and Mr. Kahn.

• The Clinton Group agrees that it shall immediately cease, and cause its affiliates to cease, any and all solicitation efforts in connection with the consent solicitation and shall not vote, deliver or otherwise use any consents that may have been received to date pursuant to the consent solicitation.

• Each of the Company and the Clinton Group waives, discharges and releases, and covenants not to sue, the other party or its respective controlling persons, officers, directors, stockholders, agents, affiliates, employees, attorneys, advisors and assigns, past and present, in their capacity as such for any and all claims, causes of action, actions, judgments, liens, debts, contracts, indebtedness, damages, losses, liabilities, rights, interests and demands (other than fraud).

The Company has agreed to reimburse the Clinton Group for its reasonable and documented expenses incurred in connection with the Clinton Group's solicitation of consents, not to exceed $250,000. In addition, each of the Resigning Directors shall be entitled to the vesting of a pro rata portion of such director's existing restricted stock grant for the period of his service through October 4, 2012.

The above summary is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Resignation from the Board of Directors

Effective upon execution of the Settlement Agreement, Harold D. Kahn, Jonathan Duskin, Sidney M. Horn and Henry D. Winterstern have resigned from the Board. Mr. Kahn served as a member of the Company's Compensation Committee and Nominating and Governance Committee. Mr. Duskin served as a member of the Company's Audit and Compensation Committees. Mr. Horn served as the Chairman of the Company's Nominating and Governance Committee and as a member of the Company's Audit and Compensation Committees. Mr. Winterstern served as the Chairman of the Company's Compensation Committee and as a member of the Company's Audit Committee. Kenneth M. Reiss, Kathy Bronstein and John Goodman will remain as Board members. No director was removed for cause.

Appointments to the Board of Directors

In connection with the Settlement Agreement, Dorrit M. Bern, Lynda J. Davey, Mindy C. Meads and John S. Mills have been appointed as directors of the Board to fill the four vacancies created by the resignation of the Resigning Directors.

Dorrit M. Bern, 62 years old, is the former Chairman of the Board, Chief Executive Officer and President of Charming Shoppes Inc., a specialty retailer specializing in women's plus-size fashion, where she served from 1995 to 2008. Ms. Bern formulated a new business strategy to save Charming Shoppes from bankruptcy and grew the corporation from a $1 billion single-channel, bricks-and-mortar retailer, to a $3 billion multi-channel corporation with e-commerce and catalog direct marketing. Prior to that time, Ms. Bern was Group Vice-President of women's apparel and home fashions for Sears, Roebuck and Co., a department store retailer, where she was the first female officer in Sears's history and authored "The Softer Side of Sears" initiative. Ms. Bern served on the board of directors of Southern Company, one of the largest generators of electricity in the United States, from 1999 to 2008 as Chairperson of the Finance Committee and a member of the Audit Committee. She also served on the board of directors of the Brunswick Corporation, a market leader in the marine, fitness and bowling and billiards industries, from 2000 to 2005 as a member of the Audit and Compensation Committees, and on the board of directors of OfficeMax Inc., an office supply retailer, from 2006 to 2010 on the Audit and Executive Compensation Committees. More recently, from 2009 until April

2012, Ms. Bern was a trustee for Pennsylvania Real Estate Investment Trust, a REIT specializing in shopping malls and power centers in the eastern United States. In addition, Ms. Bern was a member of the advisory board for U.S. Foodservice, a division of Ahold Inc., an international supermarket operator, and a board member of the National Retail Federation from 1996 to 2008. She was the Edward V. Fritsky Chair in Leadership at the University of Washington from 2009 to 2010, and currently serves on their Foster Business School board. Ms. Bern is currently a member of The Committee of 200, America's Women Business Leaders, and a member of the board of directors of the Jay H. Baker Retailing Center at the Wharton Business School at the University of Pennsylvania, where she is also an instructor in Continuing Board Education. Ms. Bern's qualifications as a director include her expertise as an executive in the women's apparel retail industry and her experience serving as a member of several public company boards of directors and instructing others on board operations and duties.

Lynda J. Davey, 58 years old, has served as Chairman and Chief Executive Officer of Avalon Group Ltd, a boutique investment bank, and Avalon Securities Ltd, one of the few woman-owned FINRA and SEC-registered broker-dealers, since she co-founded the companies in 1992. She has broad expertise working with consumer product and retail companies, helping to strategically position them for success by focusing on balanced capitalization, developing strategic growth plans and optimally structuring transactions. Prior to Avalon, Ms. Davey was President of Tribeca Corp., a merchant bank with large equity investments in public consumer companies and private buyouts, and worked at Salomon Brothers Inc., an investment bank, on public offerings, divestitures, acquisitions and private placements for clients in a variety of industries. Ms. Davey currently serves on the board and chairs the Audit Committee of the Girl Scouts Council of Greater New York and is a Manager of Verite Capital Partners, LLC, a private investment fund. From 1998 to 2011, she served on the Advisory Council of Wells Fargo's Capital Finance Group and its predecessor entity, the Paragon Capital Retail Group. She has previously served as a board member and Chairman of the Audit Committee for ICTS International, an Amsterdam-based public securities firm, a board member of Tuffy Associates Corp., a private auto service franchiser, a board member of Jane Cosmetics, a private cosmetics company, and a board member of Textus Industries, Inc., a private textile company. In addition, Ms. Davey was a founding member of the Advisory Board of the Fashion Institute of Technology's Center for Design Innovation. Ms. Davey's qualifications as a director include her knowledge of consumer product and retail companies, her experience as an executive and her expertise in investment banking and corporate transactions.

Mindy C. Meads, 60 years old, was President and Co-Chief Executive Officer of Aeropostale, Inc. from 2007 to 2010, where she reinvigorated the merchandise assortment, strengthened the fashion value equation and led the development and successful launch of "P.S.," Aeropostale's Kids Division. Under her leadership, Aeropostale became the fastest growing apparel company in the United States, recognized in 2010 as one of The Fortune 100 Fastest Growing Companies and expanding to more than 920 stores in 49 states, Puerto Rico and Canada. During her time at Aeropostale, Ms. Meads drove a 50% increase in overall sales, including a 22% CAGR in e-commerce sales, and the achievement of a double digit . . .