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 13, 2012
| THE CHILDREN’S PLACE RETAIL STORES, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 0-23071 | 31-1241495 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 500 Plaza Drive, Secaucus, New Jersey | 07094 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (201) 558-2400 |
| (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 (see General Instruction A.2. below):
| 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)) |
| 1 |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders of The Children’s Place Retail Stores, Inc. (the “Company”) held on June 13, 2012, the Company’s stockholders elected each of the Company’s two nominees for Class III directors for a three-year term expiring in 2015, ratified the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 28, 2012 and approved, on a non-binding basis, the compensation of the Company's named executive officers as described in the Company's proxy statement for the Annual Meeting.
The final results of the voting were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
| Election of Directors | ||||||||||||||||
| Norman Matthews | 20,274,104 | 570,720 | 213,136 | 1,387,699 | ||||||||||||
| Kenneth Reiss | 20,557,767 | 286,960 | 213,233 | 1,387,699 | ||||||||||||
| Ratification of the Appointment of Independent Registered Public Accounting Firm | 22,218,912 | 22,333 | 204,414 |
0 | ||||||||||||
| Approval of Compensation Paid To Named Executive Officers | 11,803,052 | 9,047,272 | 207,636 | 1,387,699 |
| Item 8.01. | Other Events. |
On June 13, 2012, the Company issued a press release announcing the election results at its 2012 Annual Meeting of Stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release, dated June 13, 2012. |
| 2 |
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.
Date: June 13, 2012
| THE CHILDREN’S PLACE RETAIL STORES, INC. | |||
| By: | /s/ Jane T. Elfers | ||
| Name: | Jane T. Elfers | ||
| Title: | President and Chief Executive Officer | ||
| 3 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
THE CHILDREN’S PLACE ANNOUNCES VOTING RESULTS
Secaucus, New Jersey – June 13, 2012 – The Children’s Place Retail Stores, Inc. (Nasdaq: PLCE), the largest pure-play children’s specialty apparel retailer in North America, announced the results of its 2012 Annual Meeting of Stockholders held today:
| 1. | Norman Matthews and Kenneth Reiss were elected as Class III directors to serve for three-year terms expiring in 2015. |
| 2. | The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm was ratified for the fiscal year ending February 2, 2013. |
| 3. | An advisory vote regarding the compensation of the Company’s named executive officers was approved. |
About The Children’s Place Retail Stores, Inc.
The Children’s Place is the largest pure-play children’s specialty apparel retailer in North America. The Company designs, contracts to manufacture and sells fashionable, high-quality merchandise at value prices, primarily under the proprietary “The Children’s Place” brand name. As of April 28, 2012, the Company operated 1,062 stores and an e-commerce site at www.childrensplace.com.
Forward Looking Statements
This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Company's current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission, including in the “Risk Factors” section of its annual report on Form 10-K for the fiscal year ended January 28, 2012. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by the continued weakness in the economy or by other factors such as increases in the cost of gasoline and food, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, and the uncertainty of weather patterns. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
CONTACT: The Children’s Place Retail Stores, Inc.
Jane Singer, Vice President, Investor Relations, (201) 453-6955
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