8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2013

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)

California	0-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3450 East Miraloma Avenue Anaheim, CA		92806-2101
(Address of principal executive offices)		(Zip Code)

(714) 414-4000

Registrant’s telephone number, including area code

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

As described below under Item 5.07, effective as of June 7, 2013, the shareholders of Pacific Sunwear of California, Inc. (the “Company”) approved an amendment to the Company’s Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. The text of such amendment is attached to this report as Exhibit 3.1.

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

The 2013 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was held on June 7, 2013. A total of 76,872,018 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 92% of the Company’s shares entitled to vote at the Annual Meeting as of April 26, 2013, the record date for the Annual Meeting. Of such shares, 63,398,451 shares were issued and outstanding shares of common stock, and 13,473,537 shares were underlying the Series B Convertible Preferred Stock (the “Series B Preferred”) and were voted by the holders of the Series B Preferred on an as-converted basis. The following matters were acted upon:

1. Amendment of Bylaws (Proposal 1)

The shareholders approved an amendment to the Bylaws to increase the authorized number of directors to a minimum of six and a maximum of ten. Voting results from the Annual Meeting for Proposal No. 1 are set forth below:

PROPOSAL 1	VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
Total shares voted		67,192,965		477,423		101,767		9,099,863

2. Election of Directors (Proposal 2)

At the Annual Meeting, Peter Starrett, Brett Brewer, and David Filler were elected by the shareholders as Class II directors of the Company for three-year terms ending in 2016.

Voting results from the Annual Meeting for the election of directors are set forth below:

DIRECTORS ELECTED BY THE SHAREHOLDERS	DIRECTOR CLASS		VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
Peter Starrett		II		66,926,299		622,532		223,324		9,099,863
Brett Brewer		II		66,790,198		733,298		228,659		9,099,863
David Filler		II		66,930,048		617,943		224,164		9,099,863

3. Appointment of Independent Registered Public Accounting Firm (Proposal 3)

The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2014.

Voting results from the Annual Meeting for Proposal 3 are set forth below:

PROPOSAL 3	VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
Total shares voted		76,511,576		311,910		48,532		0

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4. New Shareholder Protection Rights Plan (Proposal 4)

The shareholders ratified the New Shareholder Protection Rights Plan.

Voting results from the Annual Meeting for Proposal 4 are set forth below:

PROPOSAL 4	VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
Total shares voted		65,240,264		2,469,894		61,977		9,099,863

Item  9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.
3.1	Amendment to Article III, Section 2 of the Fifth Amended and Restated Bylaws of the Company

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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 hereunto duly authorized.

Dated: June 13, 2013

PACIFIC SUNWEAR OF CALIFORNIA, INC.

/s/ CRAIG E. GOSSELIN

Craig E. Gosselin

Sr. Vice President, General Counsel and Human Resources

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EX-3.1

Exhibit 3.1

AMENDMENT TO ARTICLE III, SECTION 2 OF THE FIFTH AMENDED AND RESTATED BYLAWS OF THE COMPANY

The first two sentences of Article III, Section 2 of the Fifth Amended and Restated Bylaws of Pacific Sunwear of California, Inc. are hereby deleted and replaced with the following:

“The authorized number of directors shall be not less than six or more than 10 until changed by Amendment of the Articles of Incorporation or by a bylaw duly adopted by approval of the outstanding shares. The exact number of directors shall be fixed, within the limit specified, by amendment of the next sentence duly adopted either by the Board of Directors or the shareholders. The exact number of directors shall be nine until changed as provided in this Section 2.”