8-K

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):  June 9, 2010

Hot Topic, Inc.

(Exact name of registrant as specified in charter)

California (State or other jurisdiction of incorporation) 0-28784 (Commission File Number) 77-0198182 (I.R.S. Employer Identification No.)

18305 E. San Jose Avenue City of Industry, California (Address of principal executive offices) 91748 (Zip Code)

Registrant’s telephone number, including area code: (626) 839-4681

Not Applicable.

(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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)     On June 8, 2010, we entered into a Performance Share Award Cancellation Agreement with Elizabeth McLaughlin, our Chief Executive Officer, pursuant to which Ms. McLaughlin voluntarily elected to cancel certain stock award units previously granted to her in exchange for a nominal payment by us of $1.00 in the aggregate. The stock award units provided for the underlying shares to be earned based on fiscal 2010 operating income targets for the Company as a whole. These fiscal 2010 operating income targets were set in 2008 and assumed certain levels of growth over the three year period. Currently, it is expected that the minimum level for the fiscal 2010 operating income targets for the Company will not be attained.

The Performance Share Award Cancellation Agreement indicated that other than such nominal payment, Ms. McLaughlin had not received, and would not receive, any additional consideration in exchange for the cancellation of such stock award units. Accordingly, while she will be eligible to receive future equity grants in connection with our regular grant practices, Ms. McLaughlin will not receive any future equity award in exchange for the cancellation of such stock award units.

The maximum number of shares underlying the stock unit award cancelled pursuant to the agreement with Ms. McLaughlin is as follows:

Name	Title	Maximum Shares Subject to Stock Award
Elizabeth McLaughlin	Chief Executive Officer	200,000

A copy of the Performance Share Award Cancellation Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Hot Topic, Inc. held on June 8, 2010, the seven nominees for director listed below were elected to hold office until the Company’s 2011 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 29, 2011, was ratified.  Set forth below are the voting results for these proposals:

		Against/		Broker
	For	Withhold	Abstain	Non-Votes
(i) Election of Directors
(a)  Evelyn D'An	31,097,722	298,296	0	8,500,306
(b)  Lisa Harper	30,927,189	468,829	0	8,500,306
(c)  W. Scott Hedrick	30,930,013	466,005	0	8,500,306
(d)  Elizabeth McLaughlin	31,050,492	345,526	0	8,500,306
(e)  Bruce Quinnell	31,028,579	367,439	0	8,500,306
(f)  Andrew Schuon	30,854,617	541,401	0	8,500,306
(g)  Thomas Vellios	31,099,471	296,547	0	8,500,306
(ii) Ratification of Ernst & Young LLP as the Company's Independent Auditors for the fiscal year ending January 29, 2011	39,418,778	435,991	41,555	0

Item 9.01                      Financial Statements and Exhibits.

        (d)       Exhibits:

Exhibit No.		Description
10.1	Performance Share Award Cancellation Agreement dated June 8, 2010.
	[Remainder of page intentionally left blank; signature on following page.]

SIGNATURE

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.

	HOT TOPIC, INC.
	By:	/s/ JAMES MCGINTY
		James McGinty Chief Financial Officer
Date: June 9, 2010

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Performance Share Award Cancellation Agreement dated June 8, 2010.

EX-10.1

Exhibit 10.1

HOT TOPIC, INC.

PERFORMANCE SHARE AWARD CANCELLATION AGREEMENT

This Performance Share Award Cancellation Agreement (this “Agreement”) is made and entered into as of June 8, 2010, by and between Hot Topic, Inc., a California corporation (the “Company”), and Elizabeth McLaughlin (“Award Recipient”).

Recitals

Whereas, in March 2008 the Company granted to Award Recipient stock award unitswhich entitle the Award Recipient to receive up to the following maximum number of shares (the “Shares”) of the Company’s Common Stock upon the attainment of target fiscal 2010 operating income for the Company (the “Performance Award”) pursuant to the Company’s 2006 Equity Incentive Plan:

Date of Grant	Maximum Number of Shares Subject to Performance Award
3/26/08	200,000

Whereas, as of the date of this Agreement, all Shares subject to the Performance Award remain unissued and unearned, and it is expected that the minimum level for the fiscal 2010 operating income targets for the Company as a whole will not be attained.

Whereas, Award Recipient has voluntarily elected to cancel the Performance Award in exchange for a payment from the Company of $1.00 in the aggregate (the “Consideration”).

Whereas, other than the Consideration,the Award Recipient has not received, and will not receive, any additional consideration in exchange for the cancellation of the Performance Award.

Agreement

In consideration of the mutual promises and covenants herein, the parties hereto, each intending to be legally bound, agree as follows:

1.Cancellation of Performance Award.  The Performance Award is hereby canceled in exchange for the Company’s payment to Award Recipient of the sum of $1.00 in the aggregate, less applicable deductions and tax withholdings, the receipt of which payment is hereby acknowledged.  Award Recipient hereby irrevocably relinquishes any right or interest that Award Recipient may have had, may have or may acquire in the future with respect to the Performance Award and to the Shares.

2.Return of Outstanding Performance Award Documents.  Immediately upon execution of this Agreement, Award Recipient shall deliver to the Company all copies of the performance share award grant notice and performance share award agreement previously delivered to Award Recipient by the Company in connection with the grant of the Performance Award.

3.Further Assurances.  Award Recipient agrees to execute and/or cause to be delivered to the Company such instruments and other documents, and shall take such other actions, as the Company may reasonably request for the purpose of carrying out or evidencing the cancellation of the Performance Award.

4.Legal Advice.  Award Recipient acknowledges and represents that Award Recipient has had the opportunity to consult with a legal advisor in connection with this Agreement and that Award Recipient is not relying upon the Company for any legal advice.

5.Governing Law.  This Agreement shall be governed in all respects by the laws of the State of California, without regard to that State’s conflicts of laws principles.

6.Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

In Witness Whereof, this Performance Share Award Cancellation Agreement has been executed by the parties hereto as of the date first above written.

Hot Topic, Inc.
	/s/  Jim McGinty
	Jim McGinty
	Chief Financial Officer
	Award Recipient:

/s/ Elizabeth McLaughlin

/s/ Elizabeth McLaughlin