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
7, 2011
Hot Topic, Inc.
(Exact
name of registrant as specified in charter)
California |
0-28784 |
77-0198182 |
||
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer |
||
|
||||
18305 E. San Jose Avenue |
||||
City of Industry, California |
91748 |
|||
(Address of principal executive offices) |
(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):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ 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
At the Annual Meeting of Shareholders of Hot Topic, Inc. held on June 7, 2011, the eight nominees for director listed below were elected to hold office until the Company’s 2012 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 28, 2012 was ratified. Further, the shareholders reapproved the Section 162(m) performance criteria of our 2006 Equity Incentive Plan, approved (on a non-binding and advisory basis) the compensation of our named executive officers and approved an annual non-binding advisory vote on the compensation of our named executive officers. Set forth below are the voting results for these proposals:
Against/ | Broker | |||||||
For | Withhold | Abstain |
Non-Votes |
|||||
(i) Election of Directors | ||||||||
(a) Steven Becker | 29,523,782 | 2,547,640 |
N/A |
9,102,517 | ||||
(b) Evelyn D'An | 31,685,748 | 385,674 |
N/A |
9,102,517 | ||||
(c) Matthew Drapkin | 31,309,406 | 762,016 |
N/A |
9,102,517 | ||||
(d) Lisa Harper | 31,688,150 | 383,272 |
N/A |
9,102,517 | ||||
(e) W. Scott Hedrick | 28,604,834 | 3,466,588 |
N/A |
9,102,517 | ||||
(e) Bruce Quinnell | 31,642,212 | 429,210 |
N/A |
9,102,517 | ||||
(f) Andrew Schuon | 29,829,946 | 2,241,476 |
N/A |
9,102,517 | ||||
(g) Thomas Vellios | 29,872,003 | 2,199,419 |
N/A |
9,102,517 | ||||
(ii) Ratification of Ernst & Young LLP as the Company's Independent Auditors for the fiscal year ending January 28, 2012 | 40,600,815 | 554,829 | 18,295 |
N/A |
||||
(iii) Reapproval of Internal Revenue Code Section 162(m) performance criteria of the Company’s 2006 Equity Incentive Plan | 30,729,904 | 1,325,774 | 15,744 | 9,102,517 | ||||
(iv) Approval of the Compensation of the Company’s Named Executive Officers | 27,613,239 | 4,261,079 | 197,104 | 9,102,517 |
1 Year | 2 Years | 3 Years | Abstain |
Broker
Non-Votes |
||||||
(v) Approval of the Frequency of Advisory Votes by Shareholders of the Compensation of the Company’s Named Executive Officers | 28,210,159 | 35,202 | 3,629,055 | 197,006 | 9,102,517 |
Based on the recommendation of the Company’s Board of Directors and the voting results, the Company has determined to hold an annual advisory vote on compensation to its named executive officers.
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, 2011 |