8-K 1 form8k.htm 99 CENTS ONLY STORES 8-K 9-7-2011 form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 7, 2011
 
99¢ ONLY STORES
(Exact Name of Registrant as Specified in Charter)
 
California
1-11735
95-2411605
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
4000 East Union Pacific Avenue
   
City of Commerce, California
 
90023
(Address of Principal Executive Offices)
 
(Zip Code)

 (323) 980-8145
(Registrant’s telephone number, including area code)

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

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

On September 7, 2011, the Company held its Annual Meeting.

The following items were voted on by shareholders at the Annual Meeting and listed below are the final voting results:

1.
The shareholders elected the following individuals to the Company’s Board of Directors:

 
Nominee
 
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
David Gold
    50,274,341       5,258,328       22,081       7,824,840  
Eric Schiffer
    50,907,013       4,625,628       22,109       7,824,840  
Jeff Gold
    50,337,344       5,195,196       22,210       7,824,840  
Eric G. Flamholtz
    54,367,964       1,161,510       25,276       7,824,840  
Lawrence Glascott
    55,062,626       470,054       22,070       7,824,840  
Marvin Holen
    53,764,237       1,768,443       22,070       7,824,840  
Peter Woo
    55,246,424       285,994       22,332       7,824,840  

2.
The shareholders approved, on an advisory basis, the compensation of the named executive officers disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion set forth in the Proxy Statement filed on July 27, 2011:

For
   
Against
   
Abstain
   
Broker Non-Votes
 
  52,899,526       2,430,061       225,163       7,824,840  

3.
The shareholders approved, on an advisory basis, a three-year frequency of future advisory votes on our Executive Compensation program:

1 Year
   
2 Years
   
3 Years
   
Abstain
   
Broker Non-Votes
 
  14,232,462       198,490       40,856,678       267,120       7,824,840  

In light of this recommendation from the Company’s shareholders, which is consistent with the Board of Directors’ voting recommendation as described in the Proxy Statement, the Company has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every three years.

4.
The shareholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012:

For
   
Against
   
Abstain
 
  63,218,569       115,942       45,079  

 
 

 
 
5.
The shareholders did not approve a shareholder proposal regarding the election of an independent lead director:

For
   
Against
   
Abstain
   
Broker Non-Votes
 
  18,756,528       36,776,061       22,161       7,824,840  

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
99¢ ONLY STORES
     
Date:  September 13, 2011
By:
/s/ Eric Schiffer
   
Eric Schiffer
   
Chief Executive Officer