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 13, 2012
Aéropostale, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) | | 001-31314 (Commission File Number) | | 31-1443880 (IRS Employer Identification No.) |
112 West 34th Street, 22nd Floor, New York, New York 10120
(Address of principal executive offices, including Zip Code)
(646) 485-5410
(Registrant's telephone number, including area code)
Not applicable
(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 (see General Instructions A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| o | | 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 June 13, 2012, Aéropostale, Inc. (the "Company") held its annual meeting of stockholders in Lyndhurst, New Jersey (the "Annual Meeting"). As of April 18, 2012, the Company's record date, there were a total of 81,256,182 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 73,763,107 or 90.77% of the shares of Common Stock entitled to vote were represented in person or by proxy and, therefore, a quorum was present.
The vote on proposals presented for stockholder vote at the Annual Meeting was as follows:
Proposal 1 - Election of Directors
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| Name | For | Withheld | Broker Non-Votes |
| Ronald R. Beegle | 66,635,573 |
| 324,977 |
| 6,802,557 |
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| Robert B. Chavez | 64,478,004 |
| 2,482,546 |
| 6,802,557 |
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| Michael J. Cunningham | 66,632,214 |
| 328,336 |
| 6,802,557 |
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| Evelyn Dilsaver | 66,638,322 |
| 322,228 |
| 6,802,557 |
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| Janet E. Grove | 66,652,024 |
| 308,526 |
| 6,802,557 |
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| John N. Haugh | 64,474,232 |
| 2,486,318 |
| 6,802,557 |
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| Karin Hirtler-Garvey | 66,602,821 |
| 357,729 |
| 6,802,557 |
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| John D. Howard | 65,923,470 |
| 1,037,080 |
| 6,802,557 |
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| Thomas P. Johnson | 66,633,217 |
| 327,333 |
| 6,802,557 |
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| Arthur Rubinfeld | 66,635,325 |
| 325,225 |
| 6,802,557 |
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| David B. Vermylen | 64,476,575 |
| 2,483,975 |
| 6,802,557 |
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Based on the votes set forth above, the director nominees were duly elected.
Proposal 2 - Advisory vote on executive compensation
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| | For | Against | Abstain | Broker Non-Votes |
| Executive Compensation | 50,957,993 |
| 15,299,738 |
| 702,819 |
| 6,802,557 |
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Based on the votes set forth above, the advisory vote on executive compensation was duly approved.
Proposal 3 - Ratification of Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year ending February 2, 2013.
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| | For | Against | Abstain | Broker Non-Votes |
| Deloitte & Touche LLP | 72,980,791 |
| 744,487 |
| 37,829 |
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Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 2, 2013 was duly ratified.
SIGNATURES
According 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, thereunto duly authorized.
Aéropostale, Inc.
/s/ Marc D. Miller
Marc D. Miller
Executive Vice President - Chief Financial Officer
Dated: June 14, 2012
