form8kjun162011.htm
 
 
 


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 16, 2011
 
_____________
 
CHARMING SHOPPES, INC.
(Exact name of registrant as specified in its charter)
_____________
 
 
PENNSYLVANIA
000-07258
23-1721355
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
   
3750 STATE ROAD, BENSALEM, PA
(Address of principal executive offices)
19020
(Zip Code)

Registrant’s telephone number, including area code: (215) 245-9100
 
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:
 
¨
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 5.07.  Submission of Matters to a Vote of Security Holders.

Charming Shoppes, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 16, 2011.  The holders of 108,222,786 shares of our Common Stock, representing 93.1% of the total number of shares outstanding as of the close of business on April 18, 2011 (the record date fixed by our Board of Directors), were present in person or by proxy at the Annual Meeting.  Matters submitted to a vote of security holders at the Annual Meeting and votes cast for each proposal are listed below.  For more information on the proposals, see the information included under the following sections of our Proxy Statement dated May 6, 2011, which are incorporated herein by reference: “DIRECTORS STANDING FOR ELECTION,” “ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS,” “ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS,” and “PROPOSAL FOR RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS.”

Votes regarding the election of each of the ten nominees to our Board of Directors for a one-year term were as follows:

     
Broker
Director
For
Withheld
Non-Votes
       
Arnaud Ajdler                                                     
78,341,508
10,034,172
19,847,106
Michael C. Appel                                                     
78,435,125
  9,940,555
19,847,106
Richard W. Bennet, III                                                     
78,440,829
  9,934,851
19,847,106
Michael J. Blitzer                                                     
80,455,307
  7,920,373
19,847,106
Michael Goldstein                                                     
80,940,479
  7,435,201
19,847,106
Katherine M. Hudson                                                     
85,698,399
  2,677,281
19,847,106
Bruce J. Klatsky                                                     
86,473,415
  1,902,265
19,847,106
Paula A. Price                                                     
86,183,287
  2,192,393
19,847,106
Anthony M. Romano                                                     
86,372,271
  2,003,409
19,847,106
Alan Rosskamm                                                     
78,243,436
10,132,244
19,847,106

Votes regarding the advisory vote for approval of the compensation of the Company’s named executive officers were as follows:

     
Broker
For
Against
Abstentions
Non-Votes
       
87,082,746
1,144,157
148,777
19,847,106

Votes regarding the advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers were as follows:

Every
Every
Every
  
Broker
Year
Two Years
Three Years
Abstentions
Non-Votes
         
81,458,043
109,181
6,626,553
181,903
19,847,106




 
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In accordance with the recommendation of the Board of Directors and the voting results of this advisory proposal, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.

Votes regarding the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm were as follows:

     
For
Against
Abstentions
     
107,728,160
425,853
68,773

Our website contains a significant amount of information about the Company, including financial and other information for investors (www.charmingshoppes.com/investors/index.asp).  We encourage investors to visit our website from time to time, as information is updated and new information is posted on a regular basis.
 

 
Item 8.01.  Other Events.

Following the Annual Meeting of Shareholders on June 16, 2011 the Board of Directors re-elected Michael Goldstein as the Company’s Chairman of the Board of Directors.






























 
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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.
 
 
CHARMING SHOPPES, INC.
 
(Registrant)
   
   
Date:   June 21, 2011
/S/ ERIC M. SPECTER
 
Eric M. Specter
 
Executive Vice President
 
Chief Financial Officer






































 
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