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RUE > SEC Filings for RUE > Form 8-K on 20-Sep-2013All Recent SEC Filings

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Form 8-K for RUE21, INC.


20-Sep-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statemen


Item 5.07 Submission of Matters to a Vote of Security Holders

On September 19, 2013, at a special meeting (the "Special Meeting") of the stockholders of rue21, inc., a Delaware corporation ("rue21" or the "Company"), rue21's stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated May 23, 2013 (the "Merger Agreement"), by and among Rhodes Holdco, Inc., a Delaware corporation ("Parent"), Rhodes Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by funds advised by Apax Partners LLP ("Apax").

The approval to adopt the Merger Agreement required the affirmative vote of
(i) the holders of at least a majority of the shares of the Company's common stock outstanding and entitled to vote at the Special Meeting (ii) and the holders of at least majority of the shares of the Company's common stock not beneficially owned, directly or indirectly, by Parent, Merger Sub, Apax VIII-A L.P., Apax VIII-B L.P., Apax VIII-1 L.P. and Apax VIII-2 L.P. (collectively, the "Apax Investors"), SKM Equity Fund II, L.P. and SKM Investment Fund II (collectively, the "SKM Funds") or any executive officer or director of the Company who, prior to the date of the Special Meeting, has entered into any contract with Parent or any of its affiliates providing for the consideration to be received by such executive officer or director in the Merger to be different from that paid to other holders of the shares of the Company's common stock pursuant to the terms of the Merger Agreement (a "Specified Party"). The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement was not submitted for a vote. Finally, the approval of the advisory (non-binding) proposal on the "golden parachute" compensation required the affirmative vote of the holders of a majority of the shares of the Company's common stock present (in person or by proxy) and entitled to vote on the proposal. The stockholders approved the proposal on the "golden parachute" compensation. The vote to approve the "golden parachute" compensation is advisory only and will not be binding on the Company or Parent and is not a condition to completion of the Merger. No other business properly came before the Special Meeting.

The issued and outstanding shares of stock of the Company entitled to vote at the Special Meeting consisted of 23,505,096 shares of the Company's common stock. Set forth below, with respect to each such proposal, are the number of votes cast for or against and the number of abstentions.

Proposal 1: Approval and Adoption of the Agreement and Plan of Merger

Vote of holders of all of the outstanding shares of the Company's common stock as of the record date

Votes For Votes Against Votes Abstained 22,394,398 57,644 6,205

Vote of holders of the shares of the Company's stock not beneficially owned by Parent, Merger Sub, the Apax Investors, the SKM Funds and the Specified Partie(s)

Votes For Votes Against Votes Abstained 15,302,480 57,644 6,205


Proposal 3: Advisory Approval of Certain "Golden Parachute" Compensation

Votes For Votes Against Votes Abstained 17,984,742 4,359,354 114,151



Item 8.01 Other Items

On September 19, 2013, rue21 issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
No. Description

99.1 Press Release, dated September 19, 2013.


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