CHRISTOPHER & BANKS CORPORATION Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting ofChristopher & Banks Corporation (the "Company") was held onJune 16, 2020 . (b) There were 38,372,857 shares of common stock outstanding and entitled to vote at the Annual Meeting and a total of 26,387,279 (or 68.76%) were represented in person or by proxy, at the Annual Meeting.
Four items of business were considered by stockholders at the Annual Meeting:
• the election of six directors to serve until the 2021 Annual Meeting
of Stockholders and until their successors are duly elected and
qualified;
• an advisory vote on executive compensation as described in the
Annual Meeting proxy statement (the "Say-on-Pay" vote);
• ratification of the selection by the Audit Committee of the Board of
Directors of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending January
30, 2021 ; and
• to authorize the Company's Board of Directors, in its discretion, to
amend the Company's Restated Certificate of Incorporation to effect
a reverse stock split of the Company's common stock at a ratio of
1-for-5 to 1-for-10, such ratio to be determined by the Board of
Directors.
The results of the voting on the election of director-nominees were as follows:
Abstentions Broker Non-Votes
Votes For Votes Against (% of Outstanding (% of Outstanding
Nominee (% of Voted Shares) (% of Voted Shares) Shares) Shares)
Jonathan Duskin 12,810,630 784,470 145,460 12,646,719
Seth R. Johnson 12,987,898 607,783 144,879 12,646,719
Keri L. Jones 13,135,603 591,694 13,263 12,646,719
Kent A.
Kleeberger 12,874,411 721,271 144,878 12,646,719
William F.
Sharpe, III 12,779,341 633,641 327,578 12,646,719
Allison M. Wing 13,057,397 585,155 98,008 12,646,719
Accordingly, each of the six director-nominees was elected as a director to serve until the 2021 Annual Meeting of Stockholders.
The results of the voting on the advisory "Say-on-Pay" vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
(% of Voted Shares) (% of Voted Shares) (% of Outstanding Shares) (% of Outstanding Shares)
12,272,935 1,117,312 350,313 12,646,179
Accordingly, a majority of votes cast on the advisory "Say-on-Pay" vote were "FOR" approval of the executive compensation as described in the Annual Meeting proxy statement.
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The results of the voting on the ratification of the selection of
Votes For Votes Against Abstentions
(% of Voted Shares) (% of Voted Shares) (% of Outstanding Shares)
25,617,143 332,846 437,290
Accordingly, a majority of votes cast on the ratification of the auditors were
in favor of the proposal and thus the selection of
The results of the voting to authorize the Board of Directors, in its discretion, to effect a reverse stock split at a ratio of 1-for-5 to 1-for-10 were as follows:
Votes For Votes Against Abstentions
(% of Voted Shares) (% of Voted Shares) (% of Outstanding Shares)
22,859,728 3,461,011 66,540
Accordingly, a majority of the shares outstanding were voted in favor of authorizing the Board of Directors, in its discretion, to amend the Company's Restated Certificate of Incorporation to effect a reverse stock split.
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