8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 5, 2012

Hot Topic, Inc.(Exact name of registrant as specified in charter)

California	0-28784	77-0198182
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2012, the shareholders of Hot Topic, Inc., or Hot Topic, voted to approve Hot Topic’s 2012 Equity Incentive Plan, or 2012 EIP. A more detailed description of the 2012 EIP is set forth in the Company’s Registration Statement filed on Form S-8 on June 5, 2012 and is incorporated by reference as Exhibit 99.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Hot Topic held on June 5, 2012, the nine nominees for director listed below were elected to hold office until the Company’s 2013 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending February 2, 2013 was ratified.  Further, the shareholders approved our 2012 Equity Incentive Plan, and approved (on a non-binding and advisory basis) 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	32,074,634	3,087,804	0	4,052,150
(b) Evelyn D'An	34,992,983	169,455	0	4,052,150
(c) Matthew Drapkin	35,126,674	35,764	0	4,052,150
(d) Terri Funk Graham	34,967,226	195,212	0	4,052,150
(e) Lisa Harper	34,734,936	427,502	0	4,052,150
(f) W. Scott Hedrick	30,448,264	4,714,174	0	4,052,150
(g) John Kyees	35,123,897	38,541	0	4,052,150
(h) Andrew Schuon	30,362,684	4,799,754	0	4,052,150
(i) Thomas Vellios	32,318,622	2,843,816	0	4,052,150
(ii) Ratification of Ernst & Young LLP as the Company's Independent Auditors for the fiscal year ending February 2, 2013	38,574,891	551,065	88,632	0
(iii) Approval of the Company’s 2012 Equity Incentive Plan	30,062,517	5,089,270	10,651	4,052,150
(iv) Approval of the Compensation of the Company’s Named Executive Officers	28,761,898	6,219,265	181,275	4,052,150

Item 9.01    Financial Statements and Exhibits.

 (d)       Exhibits:

Exhibit No.	Description
99.1	Hot Topic, Inc. 2012 Equity Incentive Plan (Filed as Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed on June 5, 2012, and incorporated herein by reference.)
99.2	Press Release of Hot Topic, Inc. dated June 6, 2012.

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 7, 2012

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Hot Topic, Inc. 2012 Equity Incentive Plan (Filed as Exhibit 99.1 to Registrant’s Registration Statement on Form S-8 filed on June 5, 2012, and incorporated herein by reference.)
99.2	Press Release of Hot Topic, Inc. dated June 6, 2012.

EX-99.2

Exhibit 99.2

Hot Topic, Inc. Welcomes Terri Funk Graham to Its Board of Directors

Board Authorizes $15 Million Stock Repurchase

CITY OF INDUSTRY, Calif.--(BUSINESS WIRE)--June 6, 2012--Hot Topic, Inc. (Nasdaq Global Select Market: HOTT) announced today that it welcomed the election of Terri Funk Graham to its board of directors at its annual meeting of shareholders held on June 5, 2012.

Ms. Graham is Senior Vice President and Chief Marketing Officer at Jack in the Box Inc., a publicly-traded restaurant company that operates and franchises Jack in the Box® and Qdoba Mexican Grill® restaurants. Ms. Graham has held this position at Jack in the Box® since September, 2007; she joined the company in 1990 and has also served as Vice President of Marketing and Vice President of Brand Communications and Regional Marketing.

“Jack in the Box® is broadly lauded for the impact of its edgy marketing campaigns that marry digital and traditional tactics to reach young consumers – which are created under Ms. Graham’s direction,” said Lisa Harper, Chairman of the Board and CEO of Hot Topic, Inc. “Ms. Graham’s extensive experience in consumer branding, marketing, and media will be extraordinarily valuable as we continue to develop and market our brands to young consumers.”

The company also announced its board of directors authorized the company to repurchase up to $15 million of the company’s common stock. Repurchases will be made in accordance with applicable securities laws from time to time in open market or private transactions, depending on market conditions, and may be discontinued at any time. There can be no assurances as to the number of shares the company will repurchase, if any.

Hot Topic, Inc. is a mall and web based specialty retailer operating the Hot Topic and Torrid concepts. Hot Topic offers music/pop culture-licensed and music/pop culture-influenced apparel, accessories, music and gift items for young men and women. Torrid offers apparel, lingerie, shoes and accessories designed for various lifestyles for young plus-size women. As of April 28, 2012, the company operated 624 Hot Topic stores in all 50 states, Puerto Rico and Canada, 164 Torrid stores, and Internet stores hottopic.com and torrid.com.

CONTACT:
Hot Topic, Inc.
Investor Contacts:
Jim McGinty, CFO, 626-839-4681 x2675
George Wehlitz, VP Finance, 626-839-4681 x2174
or
Media Contact:
Jennifer Vides, 626-839-4681 x2970