SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
Current Report
Dated December 3, 2010
of
ZALE CORPORATION
A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129
901 West Walnut Hill Lane
Irving, Texas 75038
(972) 580-4000
⃞ 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.
On December 3, 2010, Zale Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following matters were voted upon and the results of the voting were as follows:
(1) A proposal to elect seven directors for terms that will expire at the 2011 annual meeting of stockholders. The nominees, Messrs. Braverman, Gilman, Kaluzny, Killion, Lowe, Morrow and Sonsteby were elected to serve as directors. The results of the voting were as follows:
| | | | |
| Nominees | Votes For | Votes Withheld | Broker Non-Votes |
| Yuval Braverman | 15,584,170 | 702,744 | 10,126,571 |
| Kenneth B. Gilman | 15,893,131 | 393,783 | 10,126,571 |
| Stefan L. Kaluzny | 15,946,608 | 340,306 | 10,126,571 |
| Theo Killion | 15,938,357 | 348,557 | 10,126,571 |
| John B. Lowe, Jr. | 15,866,936 | 419,978 | 10,126,571 |
| Peter Morrow | 15,946,945 | 339,969 | 10,126,571 |
| Charles M. Sonsteby | 15,589,634 | 697,280 | 10,126,571 |
(2) A proposal to approve an amendment to the Zale Corporation Non-Employee Director Equity Compensation Plan to increase the number of shares reserved for issuance under the plan by 250,000 shares. The proposal was not approved and the results of the voting were as follows:
| | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 4,099,010 | 12,131,480 | 56,424 | 10,126,571 |
(3) An advisory proposal to approve the Company’s executive pay-for-performance policies and procedures as described in the Compensation Discussion and Analysis and tabular disclosure set forth in the Company’s Proxy Statement for the Annual Meeting. The proposal was approved and the results of the voting were as follows:
| | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 15,094,292 | 1,135,648 | 56,974 | 10,126,571 |
(4) To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2011. The proposal was approved and the results of the voting were as follows:
| | | |
| Votes For | Votes Against | Abstentions |
| 26,230,857 | 115,957 | 66,671 |
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.
| | ZALE CORPORATION | | | |
| | Registrant | | | |
| | | | | |
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Date: | December 8, 2010 | By: | /s/ Matthew W. Appel | |
| | | | Matthew W. Appel | |
| | | | Executive Vice President and | |
| | | | Chief Financial Officer | |
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