On January 31, 2013, Destination Maternity Corporation (the "Company") issued a press release and held a broadly accessible conference call to discuss its financial results for its first fiscal quarter ended December 31, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The press release contained non-GAAP financial measures within the meaning of the Securities and Exchange Commission's Regulation G, including: (a) Adjusted EBITDA (operating income before deduction for the following non-cash charges:
(i) depreciation and amortization expense; (ii) loss on impairment of tangible and intangible assets; (iii) loss on disposal of assets; and (iv) stock-based compensation expense), together with the percentage of net sales represented by this measure; (b) Adjusted net income, before stock-based compensation expense and loss on extinguishment of debt; (c) Adjusted net income per share - diluted, before stock-based compensation expense; (d) Adjusted net income per share - diluted, before stock-based compensation expense and loss on extinguishment of debt; and (e) net cash.

The Company believes that each of these non-GAAP financial measures provides useful information about the Company's results of operations and/or financial position to both investors and management. Each non-GAAP financial measure is provided because management believes it is an important measure of financial performance used in the retail industry to measure operating results, to determine the value of companies within the industry and to define standards for borrowing from institutional lenders. The Company uses each of these non-GAAP financial measures as a measure of the performance of the Company. The Company provides these measures to investors to assist them in performing their analysis of its historical operating results. Each of these non-GAAP financial measures, except net cash (debt), reflects a measure of the Company's operating results before consideration of certain charges and consequently, none of these measures should be construed as an alternative to net income (loss) or operating income
(loss) as an indicator of the Company's operating performance, or as an alternative to cash flows from operating activities as a measure of the Company's liquidity, as determined in accordance with generally accepted accounting principles. The Company may calculate each of these non-GAAP financial measures differently than other companies.

With respect to the non-GAAP financial measures discussed in the press release, the Company has provided, as an attachment to such press release, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The disclosure in this Current Report, including in the Exhibits attached hereto, of any financial information shall not constitute an admission that such information is material.

On January 25, 2013, the Company held its annual meeting of stockholders in Philadelphia, Pennsylvania (the "Annual Meeting"). As of December 3, 2012, the Company's record date, there were a total of 13,487,694 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,131,770 shares of Common Stock were represented in person or by proxy and, therefore, a quorum was present.

1. To elect eight directors of the Company;

2. To ratify the action of the Audit Committee of the Board of Directors of the Company (the "Board") in appointing KPMG LLP ("KPMG") as independent registered public accountants to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending September 30, 2013 and the Company's internal controls over financial reporting as of September 30, 2013;

3. To approve, via an advisory vote, the Company's executive compensation;

4. To approve an amendment and restatement of the Company's Management Incentive Program; and

5. To approve an amendment to the Company's 2005 Equity Incentive Plan (as amended and restated, the "2005 Plan").

Votes regarding the election of the director nominees were as follows:

                                                                      Broker
          Director Nominee               For          Withheld       Non-Votes

          Arnaud Ajdler                10,624,927       114,817       1,392,026
          Michael J. Blitzer           10,716,533        23,211       1,392,026
          Barry Erdos                  10,624,486       115,258       1,392,026
          Joseph A. Goldblum           10,606,884       132,860       1,392,026
          Edward M. Krell              10,612,401       127,343       1,392,026
          Melissa Payner-Gregor        10,624,557       115,187       1,392,026
          William A. Schwartz, Jr.     10,606,433       133,311       1,392,026
          B. Allen Weinstein           10,624,409       115,335       1,392,026

Based on the votes set forth above, the director nominees were duly elected.

The proposal to ratify the appointment of KPMG as independent registered public accountants for the fiscal year ending September 30, 2013 received the following votes:

12,029,317 96,037 6,416 0

Based on the votes set forth above, the appointment of KPMG as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013 was duly ratified.

10,191,226 491,524 56,994 1,392,026

Based on the votes set forth above, the Company's executive compensation was approved.

The proposal to approve an amendment and restatement of the Company's Management Incentive Program received the following votes:

10,472,618 260,347 6,779 1,392,026

Based on the votes set forth above, the amendment and restatement of the Company's Management Incentive Program was approved. The Management Incentive Program is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The proposal to approve an amendment to the 2005 Plan received the following votes:

9,710,281 1,022,484 6,979 1,392,026

Based on the votes set forth above, the amendment to the 2005 Plan was approved. The 2005 Plan is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

On January 25, 2013, the Board re-elected Mr. Arnaud Ajdler to serve as the Non-Executive Chairman of the Board.

The Board also declared a regular quarterly cash dividend of $0.175 per share payable March 28, 2013 to stockholders of record at the close of business on March 7, 2013.

A copy of the press release announcing the cash dividend is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Exhibit
No. Description

10.1 Management Incentive Program.

10.2 2005 Equity Incentive Plan (as amended and restated).

99.1 Press Release of the Company dated January 31, 2013.

99.2 Press Release of the Company dated January 30, 2013.