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HOTT > SEC Filings for HOTT > Form 8-K on 31-May-2013All Recent SEC Filings

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Form 8-K for HOT TOPIC INC /CA/


31-May-2013

Submission of Matters to a Vote of Security Holders


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

On May 31, 2013, Hot Topic, Inc., a California corporation (the "Company"), held a special meeting of shareholders of the Company (the "Special Meeting") to approve the previously disclosed Agreement and Plan of Merger dated as of March 6, 2013 (the "Merger Agreement") among the Company, 212F Holdings LLC, a Delaware limited liability company ("Parent") and HT Merger Sub Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Sub"), under which Merger Sub will merge with and into the Company, with the Company surviving the merger and becoming a wholly owned subsidiary of Parent (the "Merger"), and to approve the principal terms of the Merger. Parent and Merger Sub are beneficially owned by affiliates of Sycamore Partners Management, L.L.C.

At the Special Meeting, the Company's shareholders, upon the recommendation of the Company's board of directors, voted in favor of the approval of the Merger Agreement and the principal terms of the Merger. The Company's shareholders also approved, on an advisory basis, certain Merger-related compensation for the Company's named executive officers, and approved the adjournment of the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of the approval of the Merger Agreement and the principal terms of the Merger. Because there were sufficient votes at the Special Meeting to approve the Merger Agreement and the principal terms of the Merger, adjournment of the Special Meeting to solicit additional proxies was unnecessary.

Each proposal is described in detail in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on May 10, 2013 and first mailed to the Company's shareholders on or about May 10, 2013. Shareholders owning a total of 32,235,743 shares voted at the Special Meeting, representing approximately 79.2% of the shares of the Company's common stock outstanding as of the record date for the Special Meeting.

The voting results for each item of business voted upon at the Special Meeting were as follows:

1. The proposal to approve the Merger Agreement and the principal terms of the Merger was approved based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 30,899,999 193,165 1,133,443 9,136

2. The proposal to approve, on an advisory basis, the Merger-related compensation for the Company's named executive officers was approved based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 18,693,894 11,519,858 2,012,855 9,136

3. The proposal to adjourn the Special Meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of the approval of the Merger Agreement and the principal terms of the Merger was approved based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 29,543,119 2,204,405 488,219 -


The approval of the Merger Agreement and the principal terms of the Merger by the shareholders of the Company satisfies one of the conditions necessary for consummation of the Merger. Subject to the satisfaction or waiver of the remaining closing conditions, the Merger is expected to close on or around June 12, 2013.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the Company makes the statements, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties, and the Company cautions readers that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this Current Report on Form 8-K include, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the inability to complete the proposed Merger due to the failure to satisfy conditions to completion of the proposed Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction. Additional risks are described in the Company's Annual Report on Form 10-K for the year ended January 28, 2012 and its subsequently filed reports with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on the forward-looking statements included in this Current Report on Form 8-K, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.


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