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 4, 2015

_________________


PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Charter)


California
(State or Other Jurisdiction of Incorporation)
0-21296
(Commission File Number)
95-3759463
(IRS Employer
Identification No.)

3450 East Miraloma Avenue
Anaheim, CA
(Address of principal executive offices)
 
92806-2101
(Zip Code)


(714) 414-4000
Registrant’s telephone number, including area code

_________________

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):

¨    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.
The 2015 Annual Meeting of Shareholders of the Company was held on June 4, 2015. A total of 55,880,831 shares of the Company’s common stock were present or represented by proxy at the Annual Meeting, representing approximately 64% of the Company’s shares entitled to vote at the Annual Meeting as of April 6, 2015, the record date for the Annual Meeting. Of such shares, 42,407,294 shares were issued and outstanding shares of common stock, and 13,473,537 shares were underlying the Company’s Series B Convertible Preferred Stock (the “Series B Preferred”) and were voted by the holders of the Series B Preferred on an as-converted basis. The following matters were acted upon:
1. Election of Directors (Proposal 1)
At the Annual Meeting, Michael Goldstein was elected by all shareholders as a Class III Director of the Company for a three-year term ending in 2018. T. Neale Attenborough was elected as a Class III Director by the holders of the Series B Preferred for a three-year term ending in 2018.
Voting results from the Annual Meeting for the election of Directors are set forth below:
DIRECTORS ELECTED BY ALL
SHAREHOLDERS
DIRECTOR
CLASS
VOTES
FOR
VOTES
AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
Michael Goldstein
III
47,902,419
542,775
6,425
9,538,099
 
 
 
 
 
 
DIRECTORS ELECTED BY THE
SERIES B PREFERRED SHAREHOLDERS
DIRECTOR
CLASS
VOTES
FOR
VOTES
AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
T. Neale Attenborough
III
13,473,537
0
0
0
2. Appointment of Independent Registered Public Accounting Firm (Proposal 2)
The shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2016.
Voting results from the Annual Meeting for Proposal 2 are set forth below:
PROPOSAL 2
VOTES
FOR
VOTES
AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
Total shares voted
54,951,358
873,085
56,388
0
3. 2015 Long-Term Incentive Plan (Proposal 3)
The shareholders approved the Company’s 2015 Long-Term Incentive Plan.
Voting results from the Annual Meeting for Proposal 3 are set forth below:
PROPOSAL 2
VOTES
FOR
VOTES
AGAINST
VOTES
ABSTAINED
BROKER
NON-VOTES
Total shares voted
45,683,990
749,614
18,015
9,538,099





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.
Dated: June 9, 2015
 
PACIFIC SUNWEAR OF CALIFORNIA, INC.
 
 
 
/s/ CRAIG E. GOSSELIN
 
Craig E. Gosselin
 
Senior Vice President, General Counsel and
Human Resources