Additional Proxy Soliciting Materials (definitive) (defa14a)
June 13 2019 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant
x
|
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
|
x
|
Definitive Additional Materials
|
¨
|
Soliciting Material under §240.14a-12
|
FRANCESCA’S
HOLDINGS CORPORATION
|
(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):
|
x
|
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 Rule 0-11 (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:
|
o
|
Fee paid previously with preliminary materials.
|
o
|
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:
|
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 10, 2019
FRANCESCA’S HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
|
|
Delaware
|
|
|
001-35239
|
|
(State or Other Jurisdiction of Incorporation)
|
|
20-8874704
|
(Commission File Number)
|
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
8760 Clay Road,
Houston, Texas
|
|
|
|
77080
|
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code)
|
(713) 864-1358
(Registrant’s Telephone Number, Including
Area Code)
(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))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
|
FRAN
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On June 10, 2019, Richard
Kunes notified the Board of Directors of Francesca’s Holdings Corporation (the “Company”) of his resignation
as Chairman of the Board of Directors and as a Class II director of the Board of Directors, effective January 31, 2020. Mr. Kunes
decided to resign from the Board of Directors as he decreases his board of directors commitments, and Mr. Kunes’ resignation
is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
FRANCESCA’S
HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
Date: June 13, 2019
|
By:
|
|
/s/
Kelly Dilts
|
|
|
|
|
Kelly Dilts
|
|
|
|
|
Executive Vice President and Chief Financial
Officer
|
|
Francescas (NASDAQ:FRAN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Francescas (NASDAQ:FRAN)
Historical Stock Chart
From Sep 2023 to Sep 2024