UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549 

 

SCHEDULE 14A

(RULE 14a-101)

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

 

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

 

Check the appropriate box:

 

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☒

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

 

Hancock Fabrics, Inc.

(Name of Registrant as Specified in its Charter) 

 

Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒

No fee required.

 

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

 

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

Amount Previously Paid:

 

(2)

Form, Schedule or Registration Statement No.:

 

(3)

Filing Party:

 

(4)

Date Filed:

 

 
 
 

 

  Hancock Fabrics, Inc.

Hancock Fabrics, Inc.

One Fashion Way, Baldwyn, MS 38824

c/o Continental Proxy Services – 8th Floor

 

17 Battery Place, New York NY 10004–1123

 

 

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be held on July 17, 2015

 

 

 

 

 

Dear Stockholder,

 

NOTICE IS HEREBY GIVEN that the 2015 Annual Stockholders’ Meeting (the “Annual Meeting”) of Hancock Fabrics, Inc., a Delaware Corporation (the “Company”) will be held at the Company’s headquarters at One Fashion Way, Baldwyn, Mississippi on Friday, July 17, 2015 at 3:00 p.m. CST, or as soon thereafter as a quorum shall be present, for the following purposes:

 

Proposals to be considered at the Annual Meeting:

 

 

(1)

To elect four members of the Board of Directors to hold office until the next Annual Stockholders’ Meeting or until their respective successors have been elected and qualified. The nominees are Sam P. Cortez, Steven R. Morgan, Steven D. Scheiwe and Neil S. Subin.

 

 

(2)

To ratify the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2016.

 

 

(3)

To consider and vote upon a proposal to approve an amendment to the 2001 Stock Incentive Plan to authorize additional shares.

 

 

(4)

To consider and act upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

 

Only stockholders of record on the books of the Company at the close of business on May 19, 2015 will be entitled to vote at the meeting. Stockholders are cordially invited to attend the meeting.

 

The Board of Directors recommends a vote “FOR” All Nominees in Proposal 1 and “FOR” on Proposals 2 and 3.

 

Vote By Internet: You May Vote Your Proxy When You View The Proxy Materials On The Internet. You Will Be Asked To Follow the Prompts to Vote Your Shares.

 

Vote In Person: At the meeting, you will need to request a ballot to vote your shares.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials which will include a proxy card.

 

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.

  

Vote Your Proxy on the Internet:

 

    

Go to http://www.cstproxyvote.com

 

    

Have your notice available when you access the above website. Follow the prompts to vote your shares.

       
      COMPANY ID:
       
       
      PROXY NUMBER:
       
The Proxy Materials are available for review at:      
http://www.cstproxy.com/hancockfabrics/2015     ACCOUNT NUMBER:

 

 
 
 

 

Hancock Fabrics, Inc.

One Fashion Way, Baldwyn, MS 38824

 

 

 

 

Important Notice Regarding the Availability Of Proxy Materials For the Annual Meeting to Be Held On July 17, 2015

 

This is not a ballot. You cannot use this notice to vote the shares you hold in the Company.

 

 

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before July 9, 2015 to facilitate a timely delivery.

 

The following Proxy Materials are available to you to review at: http://www.cstproxy.com/hancockfabrics/2015

 

 

-

the Company’s Annual Report for the year ended January 31, 2015.

 

-

the Company’s 2015 Proxy Statement (including all attachments thereto).

 

-

the Proxy Card.

 

-

any amendments to the foregoing materials that are required to be furnished to stockholders.

 

 

 

 

 

 

 

 

 

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID, proxy number, and account number.

 

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

 

By telephone please call 1-888-221-0690,

or

By logging on to http://www.cstproxy.com/hancockfabrics/2015

or

By email at: proxy@continentalstock.com

 

Please include the company name and your account number in the subject line.