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 27, 2013

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31390	06-1195422
(Commission File Number)	(IRS Employer Identification No.)

2400 Xenium Lane North

Plymouth, Minnesota 55441

(Address of Principal Executive Offices)  (Zip Code)

(763) 551-5000

(Registrant's telephone number, including area code)

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:

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.

On June 27, 2013, the Company's Board of Directors (the “Board”) approved an amendment (the “Amendment”) to the Non-Qualified Stock Option Agreement, dated January 3, 2011, between Christopher & Banks Corporation (the "Company") and Morris Goldfarb (the “Option Agreement”). Pursuant to the Option Agreement, Mr. Goldfarb was granted options to purchase 19,000 shares of the Company's common stock with an exercise price of $6.12. Pursuant to the Option Agreement, the options were scheduled to vest in three equal tranches. The first two tranches vested on July 1, 2011 and July 1, 2012. The third tranch was scheduled to vest on July 1, 2013. The Board approved the Amendment which accelerated the vesting date of the unvested portion of the Option Agreement by four days, such that Mr. Goldfarb's options became fully vested on June 27, 2013. Subsequently, Mr. Goldfarb ceased to be a member of the Board upon the conclusion of the Company's annual meeting of stockholders on June 27, 2013.

The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

(a)    The 2013 Annual Meeting of Stockholders ("Annual Meeting") of Christopher & Banks Corporation (the "Company") was held on June 27, 2013.

(b)    There were 36,318,762 shares of common stock outstanding and entitled to vote, and 31,706,096 of those shares (87.3% of the outstanding shares) were represented in person or by proxy, at the Annual Meeting.

Four items of business were considered by stockholders at the Annual Meeting:

• election of eight directors to serve until the 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

• adoption of the 2013 Directors' Equity Incentive Plan;

• ratification of the selection by the Audit Committee of the Board of Directors appointing KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2014; and

• an advisory vote on executive compensation as disclosed in the Annual Meeting proxy statement (the "say-on-pay" vote).

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The results of the voting on the election of directors were as follows:

Nominee	Votes For (% of Voted Shares)	Votes Withheld (% of Voted Shares)	Broker Non-Votes (% of Outstanding Shares)
Mark A. Cohn	25,718,979	1,155,763	4,831,354
	95.7%	4.3%	13.3%
Anne L. Jones	25,681,677	1,193,065	4,831,354
	95.6%	4.4%	13.3%
David A. Levin	25,911,616	963,126	4,831,354
	96.4%	3.6%	13.3%
William F. Sharpe, III	24,096,460	2,778,282	4,831,354
	89.7%	10.3%	13.3%
Paul L. Snyder	24,268,067	2,606,675	4,831,354
	90.3%	9.7%	13.3%
Patricia A. Stensrud	24,271,063	2,603,679	4,831,354
	90.3%	9.7%	13.3%
LuAnn Via	24,268,855	2,605,887	4,831,354
	90.3%	9.7%	13.3%
Lisa W. Wardell	24,266,563	2,608,179	4,831,354
	90.3%	9.7%	13.3%

Accordingly, each of the eight nominees was elected.

The results of the voting on the 2013 Directors' Equity Incentive Plan were as follows:

Votes For (% of Voted Shares)	Votes Against (% of Voted Shares)	Abstentions (% of Outstanding Shares)	Broker Non-Votes (% of Outstanding Shares)
24,971,975	1,539,710	363,057	4,831,354
92.9%	5.7%	1.0%	13.3%

Accordingly, a majority of the votes cast for the approval of the 2013 Directors' Equity Incentive Plan were in favor of the proposal.

The results of the voting on the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2014 were as follows:

Votes For (% of Voted Shares)	Votes Against (% of Voted Shares)	Abstentions (% of Outstanding Shares)
31,300,646	56,731	348,719
98.7%	0.2%	1.0%

Accordingly, a majority of votes cast on the ratification of the auditors were in favor of the proposal and the selection of KPMG LLP as the Company's independent registered public accounting firm was ratified.

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The results of the voting on the advisory "say-on-pay" vote were as follows:

Votes For (% of Voted Shares)	Votes Against (% of Voted Shares)	Abstentions (% of Outstanding Shares)	Broker Non-Votes (% of Outstanding Shares)
25,416,308	960,747	497,687	4,831,354
94.6%	3.6%	1.4%	13.3%

Accordingly, a majority of votes cast in the advisory "say-on-pay" vote were "for" approval of the executive compensation as disclosed in the Annual Meeting proxy statement.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	10.1	Amendment to Non-Qualified Stock Option Agreement between Christopher & Banks Corporation and Morris Goldfarb.

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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.

	CHRISTOPHER & BANKS CORPORATION
Date: June 28, 2013	By:	/s/ Luke R. Komarek
		Luke R. Komarek
		Senior Vice President,
		General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment to Non-Qualified Stock Option Agreement between Christopher & Banks Corporation and Morris Goldfarb.

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EX-10.1

Exhibit 10.1

AMENDMENT

TO

NON-QUALIFIED STOCK OPTION AGREEMENT

This AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (the “Amendment”) is made and entered into effective as of the 27^th day of June, 2013 by and between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and Morris Goldfarb (“Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement (as defined below).

WHEREAS, the Company and Participant are parties to that certain Non-Qualified Stock Option Agreement dated January 3, 2011 (the “Agreement”), wherein Participant was granted an option to purchase up to 19,000 shares of the Company’s Common Stock; and

WHEREAS, the Company and Participant desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing promises and agreements and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and Participant agree as follows:

1.Amendment of Paragraph 2(a). Paragraph 2(a) is hereby amended and restated in its entirety to read as follows:

a. General. The term during which this Option may be exercised shall terminate on January 3, 2021, except as otherwise provided in Paragraphs 2(b) through 2(d) below. This Option shall vest and shall become exercisable as to 6,334 shares on July 1, 2011 and as to 6,333 shares on each of July 1, 2012 and June 27, 2013.

Once the Option becomes fully exercisable, Participant may continue to exercise this Option under the terms and conditions of this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon an exercise of this Option the full number of shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this Option’s termination such previously unpurchased shares in addition to those Participant is otherwise entitled to purchase.

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2.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to conflict of law principles.

3.Successors and Assigns. The terms and provisions of this Amendment shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon Participant and his successors and assigns, whether or not any such person shall have become a party to this Amendment and have agreed in writing to join herein and be bound by the terms hereof.

4.Remainder of Agreement Unchanged. Except as amended by this Amendment, the Agreement shall otherwise remain in full force and effect.

5.Severability. If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been executed to be effective as of the date and year first above written.

CHRISTOPHER & BANKS CORPORATION

By:     /s/ Luke R. Komarek                

Luke R. Komarek

Senior Vice President, General Counsel

PARTICIPANT

/s/ Morris Goldfarb                
    Morris Goldfarb

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