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PSUN > SEC Filings for PSUN > Form 8-K on 13-Jun-2013All Recent SEC Filings

Show all filings for PACIFIC SUNWEAR OF CALIFORNIA INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PACIFIC SUNWEAR OF CALIFORNIA INC


13-Jun-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year


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

As described below under Item 5.07, effective as of June 7, 2013, the shareholders of Pacific Sunwear of California, Inc. (the "Company") approved an amendment to the Company's Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. The text of such amendment is attached to this report as Exhibit 3.1.



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

The 2013 Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on June 7, 2013. A total of 76,872,018 shares of the Company's common stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company's shares entitled to vote at the Annual Meeting as of April 26, 2013, the record date for the Annual Meeting. Of such shares, 63,398,451 shares were issued and outstanding shares of common stock, and 13,473,537 shares were underlying the Series B Convertible Preferred Stock (the "Series B Preferred") and were voted by the holders of the Series B Preferred on an as-converted basis. The following matters were acted upon:

1. Amendment of Bylaws (Proposal 1)

The shareholders approved an amendment to the Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. Voting results from the Annual Meeting for Proposal No. 1 are set forth below:

                                VOTES           VOTES         VOTES          BROKER
        PROPOSAL 1               FOR           AGAINST      ABSTAINED       NON-VOTES
        Total shares voted     67,192,965       477,423        101,767       9,099,863

2. Election of Directors (Proposal 2)

At the Annual Meeting, Peter Starrett, Brett Brewer, and David Filler were elected by the shareholders as Class II directors of the Company for three-year terms ending in 2016.

Voting results from the Annual Meeting for the election of directors are set forth below:

                                         DIRECTOR         VOTES           VOTES         VOTES          BROKER
DIRECTORS ELECTED BY THE SHAREHOLDERS     CLASS            FOR           AGAINST      ABSTAINED       NON-VOTES
Peter Starrett                                  II       66,926,299       622,532        223,324       9,099,863
Brett Brewer                                    II       66,790,198       733,298        228,659       9,099,863
David Filler                                    II       66,930,048       617,943        224,164       9,099,863

3. Appointment of Independent Registered Public Accounting Firm (Proposal 3)

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2014.

Voting results from the Annual Meeting for Proposal 3 are set forth below:

                               VOTES           VOTES          VOTES          BROKER
       PROPOSAL 3               FOR           AGAINST       ABSTAINED       NON-VOTES
       Total shares voted     76,511,576       311,910          48,532               0

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4. New Shareholder Protection Rights Plan (Proposal 4)

The shareholders ratified the New Shareholder Protection Rights Plan.

Voting results from the Annual Meeting for Proposal 4 are set forth below:

                              VOTES            VOTES           VOTES          BROKER
      PROPOSAL 4               FOR            AGAINST        ABSTAINED       NON-VOTES
      Total shares voted     65,240,264       2,469,894          61,977       9,099,863



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.

3.1 Amendment to Article III, Section 2 of the Fifth Amended and Restated Bylaws of the Company

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