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

June 18, 2009

Date of Report (date of earliest event reported)

Cost Plus, Inc.

(Exact name of Registrant as specified in its charter)

California	0-14970	94-1067973
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

200 4th Street

Oakland, California 94607

(Address of principal executive offices)

(510) 893-7300

(Registrant’s telephone number, including area code)

(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:

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the decision of Christopher V. Dodds not to stand for re-election to the Board of Directors at the 2009 Annual Meeting due to other commitments, the Board approved an amendment to Section 2.2 of Article II of the Company’s bylaws decreasing the size of the Board from nine directors to eight directors, effective as of June 18, 2009.

In addition, on June 18, 2009, the Board approved certain amendments to the advance notice provisions of the Company’s bylaws which became effective immediately upon approval. The principal amendments are set forth in Sections 13.3 and 13.17 of Article XIII of the bylaws, and are summarized as follows:

• Article XIII, Section 13.3 (Special Meetings) of the bylaws is amended to provide:

• The amended bylaws shall be the exclusive method for shareholders to make nominations at special meetings of shareholders called to elect directors or to properly bring other business before a special meeting of shareholders.

• The amended bylaws make comparable the director nomination provisions for special meetings with those for annual meetings.

• The amended bylaws provide greater specificity regarding the information required by the Company when a special meeting of shareholders is called by a shareholder and what business may be conducted at a special meeting of shareholders.

• Article XIII, Section 13.17 (Advance Notice Procedures) of the bylaws is amended to provide:

• The amended bylaws shall be the exclusive method for shareholders to make nominations at annual meetings of shareholders or to properly bring other business before an annual meeting of shareholders.

• The amended bylaws clarify with specificity the distinction between shareholder proposals and nominations made using the Company’s proxy materials and those proposals and nominations that do not seek to use the Company’s proxy materials.

• The amended bylaws provide greater specificity regarding the information that the shareholder proponent must provide about the nominee, the proponent and any business proposed by the shareholder, including disclosure of derivative or other hedging or similar arrangements (including any short positions) with respect to the ownership of shares of our capital stock by the shareholder or certain persons associated with the shareholder, relationships and/or arrangements with the shareholder’s nominee(s), and information that would enable our Board of Directors to determine a nominee’s eligibility to serve as a director.

• The advance notice deadlines for shareholder proposals and nominations were revised as described below.

The preceding summary is qualified in its entirety by reference to the full text of the amended sections of the bylaws, a copy of which is attached hereto as Exhibit 3.3.1 and incorporated herein by reference.

Deadline for Receipt of Shareholder Proposals and Nominations

The deadline for shareholders to submit proposals to be considered for inclusion in our proxy statement for the 2010 annual meeting of shareholders remains unchanged from the previously disclosed date of January 18, 2010. Such proposals must also comply with the other provisions of our amended bylaws, applicable to such shareholder proposals and the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, and any other applicable rules established by the SEC.

However, in connection with the foregoing amendments to the bylaws, the Company shortened the deadline for the receipt of shareholder proposals to be considered at the 2010 annual meeting of shareholders that are not intended to be included in the proxy statement in accordance with Rule 14a-8. The shareholder must now provide the information required by the amended bylaws, and give timely notice to the secretary in accordance with the amended bylaws, not later than the close of business on April 3, 2010. However, if the date of the 2010 annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the anniversary of the 2009 annual meeting, then notice of a shareholder proposal that is not intended to be included in the proxy statement under Rule 14a-8 for such meeting must be received not earlier than the close of business on the 120th day prior to the 2010 annual meeting of shareholders and not later than the close of business on the later of (1) the 90th day prior to the 2010 annual meeting of shareholders or (2) the 10th day following the day on which Public Announcement (as such term is defined in the amended bylaws) of the date of the 2010 annual meeting of shareholders is first made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit No.	Description
3.3.1	Amendments to Sections 2.2, 13.3 and 13.17 of the Bylaws of Cost Plus, Inc. effective as of June 18, 2009.

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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 thereunto duly authorized.

	COST PLUS, INC.
Date: June 24, 2009	By:	/s/    Jane L. Baughman
		Jane L. Baughman,
		Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.3.1	Amendments to Sections 2.2, 13.3 and 13.17 of the Bylaws of Cost Plus, Inc. effective as of June 18, 2009.

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EX-3.3.1

EXHIBIT 3.3.1

AMENDMENT TO SECTION 2.2 OF THE BYLAWS OF COST PLUS, INC.

As of June 18, 2009, Section 2.2 of the Bylaws of Cost Plus, Inc., has been amended and restated in its entirety to read as follows:

Section 2.2 Number. The number of directors of the corporation shall be not less than five (5) nor more than nine (9). The exact number of directors shall be eight (8) until changed, within the limits specified above, by a bylaw amending this Section 2.2, duly adopted by the Board of Directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the Articles of Incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than 16 ²/3% of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two times the stated minimum number of directors minus one.

AMENDMENT TO SECTION 13.3 OF THE BYLAWS OF COST PLUS, INC.

As of June 18, 2009, Section 13.3 of the Bylaws of Cost Plus, Inc., has been amended and restated in its entirety to read as follows:

Section 13.3 Special Meetings. (a) Special meetings of the shareholders, may be called by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or the holders of shares entitled to cast not less than 10% of the vote at the meeting.

(b) If a special meeting is called by any person or persons other than the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, then the request shall be in writing, specifying the time of such meeting and (i) the information required pursuant to Section 13.3(c) of these By-Laws (in the case of business proposed to be brought before the meeting by a shareholder) or (ii) the information required pursuant to Section 13.17(c) of these By-Laws (in the case of the election of directors), as applicable. Such request shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or the Secretary of the corporation. For business to be properly brought before a special meeting by a shareholder, such business must be a proper matter for shareholder action pursuant to these By-Laws and applicable law. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 13.4 and 13.5 of these By-Laws, that a meeting will be held at the time requested by the person or persons calling the meeting, so long as that time is not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, then the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 13.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

(c) To be in proper written form, the shareholder’s request to the Secretary must set forth as to each matter of business the person intends to bring before the special meeting: (1) a brief description of the business intended to be brought before the special meeting and the reasons for conducting such business at the special meeting, (2) the name and address, as they appear on the corporation’s books, of the shareholder proposing such business and any Shareholder Associated Person (as defined in Section 13.17(a)(ii) of these By-Laws),

(3) the class and number of shares of the corporation that are held of record or are beneficially owned by the shareholder or any Shareholder Associated Person and any derivative positions held or beneficially held by the shareholder or any Shareholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such shareholder or any Shareholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to any securities of the corporation, (5) any material interest of the shareholder or a Shareholder Associated Person in such business, and (6) a statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a shareholder’s notice to the secretary must be supplemented not later than ten days following the record date to disclose the information contained in clauses (3) and (4) above as of the record date.

(d) Business proposed to be brought by a shareholder may not be brought before the special meeting if such shareholder or a Shareholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the special meeting shall, if the facts warrant, determine and declare at the special meeting that business was not properly brought before the special meeting and in accordance with the provisions of this Section 13.3, and, if the chairperson should so determine, he or she shall so declare at the special meeting that any such business not properly brought before the special meeting shall not be conducted.

AMENDMENT TO SECTION 13.17 OF THE BYLAWS OF COST PLUS, INC.

As of June 18, 2009, Section 13.17 of the Bylaws of Cost Plus, Inc., has been amended and restated in its entirety to read as follows:

Section 13.17 Advance Notice Procedures.

(a) Advance Notice of Shareholder Business at Annual Meetings. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials (or any supplement thereto) with respect to such meeting, (B) by or at the direction of the Board of Directors, or (C) by a shareholder of the corporation who (1) is a shareholder of record at the time of the giving of the notice provided for in these By-Laws and on the record date for the determination of shareholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 13.17(a). In addition, for business to be properly brought before an annual meeting by a shareholder, such business must be a proper matter for shareholder action pursuant to these By-Laws and applicable law. For the avoidance of doubt, clause (C) above shall be the exclusive means for a shareholder to bring business before an annual meeting of shareholders.

(i) To comply with clause (C) of the preceding paragraph, a shareholder’s notice must set forth all information required under this Section 13.17(a) and must be timely received by the Secretary of the corporation.

To be timely, a shareholder’s notice must be received by the Secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the shareholder to be timely, it must be so received by the Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a shareholder’s notice as described in this Section 13.17(a)(i). “Public Announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).

(ii) To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter of business the shareholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the shareholder proposing such business and any Shareholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the shareholder or any Shareholder Associated Person and any derivative positions held or beneficially held by the shareholder or any Shareholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such shareholder or any Shareholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to any securities of the corporation, (5) any material interest of the shareholder or a Shareholder Associated Person in such business, and (6) a statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a shareholder’s notice to the Secretary must be supplemented not later than ten days following the record date to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this Section 13.17, a “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such shareholder and on whose behalf the proposal or nomination, as the case may be, is being made or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(iii) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 13.17(a) and, if applicable, Section 13.17(b). In addition, business proposed to be brought by a shareholder may not be brought before the annual meeting if such shareholder or a Shareholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 13.17(a), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(b) Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these By-Laws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 13.17(b) shall be eligible for election or re-election as directors at an annual meeting of shareholders. Nominations of persons for election to the Board of Directors of the corporation shall be made at an annual meeting of shareholders only (A) by or at the direction of the Board of Directors or (B) by a shareholder of the corporation who (1) was a shareholder of record at the time of the giving of the notice provided for in these bylaws and on the record date for the determination of shareholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 13.17(b). In addition to any other applicable requirements, for a nomination to be made by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation.

(i) To comply with clause (B) of Section 13.17(b) above, a nomination to be made by a shareholder must set forth all information required under this Section 13.17(b) and must be received by the Secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in accordance with, the final three sentences of Section 13.17(a)(i) above.

(ii) To be in proper written form, such shareholder’s notice to the Secretary must set forth:

(1) as to each person (a “nominee”) whom the shareholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder, (F) a written statement executed by the nominee acknowledging that as a director of the corporation the nominee will owe a fiduciary duty under California law with respect to the corporation and its shareholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(2) as to such shareholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 13.17(a)(ii) above, and the supplement referenced in the second sentence of Section 13.17(a)(ii) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such shareholder or Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares reasonably believed by such shareholder or Shareholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(iii) At the request of the Board of Directors, any person nominated by a shareholder for election as a director must furnish to the Secretary of the corporation (1) that information required to be set forth in the shareholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required for the corporation to determine the eligibility of such proposed nominee to serve as an independent director or committee member of the corporation under applicable law, including the rules and regulations of any stock exchange on which the corporation’s stock is listed or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such shareholder’s nomination shall not be considered in proper form pursuant to this Section 13.17(b).

(iv) Without exception, no person nominated by a shareholder shall be eligible for election or re-election as a director of the corporation at an annual meeting of shareholders unless nominated in accordance with the provisions set forth in this Section 13.17(b). In addition, a nominee nominated by a shareholder shall not be eligible for election or re-election if a shareholder or Shareholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(c) Advance Notice of Director Nominations for Special Meetings.

(i) For a special meeting of shareholders at which directors are to be elected, nominations of persons for election to the Board of Directors shall be made only (1) by or at the direction of the Board of Directors or (2) by any shareholder of the corporation who (A) is a shareholder of record at the time of the giving of the notice of the meeting provided for in these By-Laws and on the record date for the determination of shareholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the Secretary of the corporation that includes the information set forth in Section 13.17(b)(ii) and Section 13.17(b)(iii) above. Such nomination must be received by the Secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the later of the 60th day prior to the proposed date for such special meeting or the tenth day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such nomination shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Secretary of the corporation. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the Board of Directors or (ii) by a shareholder in accordance with the notice procedures set forth in this Section 13.17(c). In addition, a nominee shall not be eligible for election or re-election if a shareholder or Shareholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(ii) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these By-Laws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(d) Other Requirements and Rights. In addition to the foregoing provisions of this Section 13.17, a shareholder must also comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 13.17; provided, however, that any reference in this Section 13.17 to the 1934 Act or the rules and regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to business or nominations to be brought by a shareholder pursuant to this Section 13.17. Notwithstanding the foregoing provisions of this Section 13.17 a shareholder must comply with all applicable requirements of state law and of the 1934 Act and the rules and regulations thereunder with respect to business such shareholder intends to bring before the annual meeting that involves a proposal that such shareholder requests to be included in the corporation’s proxy statement for an annual meeting, including the requirements of Rule 14a-8 (or any successor provision) under the 1934 Act. Nothing in this Section 13.17 shall be deemed to affect (1) any right of the corporation to omit a shareholder proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act or (2) any right of a shareholder to request inclusion of shareholder proposals in the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.