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 27, 2019
TRANS WORLD ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | |
| | New York | | 0-14818 | | 14-1541629 | |
| | | | | | | |
| | (State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) | |
38 Corporate Circle,
Albany, New York 12203
(Address of Principal Executive Offices, and Zip Code)
(518) 452-1242
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 Instruction A.2. below):
| | o | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | o | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | o | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth companyo 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.o |
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 shares, $0.01 par value per share | TWMC | NASDAQ Stock Market |
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are more fully described in our proxy statement:
On the record date for the Annual Meeting, there were 36,258,839 shares issued, outstanding and entitled to vote. Shareholders holding 23,753,809 shares were present at the meeting, in person or represented by proxy. The results of the voting at the Annual Meeting were as follows:
PROPOSALS NO. 1 and 5– ELECTION OF DIRECTORS
| Director | | Votes For | | Votes Against | | Broker Non-Votes | | Abstain | | Uncast |
| | | | | | | | | | | |
| Michael Feurer | | 11,683,740 | | 2,381,489 | | 9,688,580 | | 0 | | 0 |
| Jeff Hastings | | 8,252,596 | | 356,960 | | 15,098,998 | | 45,255 | | 0 |
| Robert Marks | | 12,790,448 | | 1,274,781 | | 9,688,580 | | 0 | | 0 |
| Michael Nahl | | 12,479,861 | | 1,585,368 | | 9,688,580 | | 0 | | 0 |
| W. Michael Reickert | | 11,259,070 | | 2,806,159 | | 9,688,580 | | 0 | | 0 |
| Michael Solow | | 11,642,893 | | 2,406,949 | | 9,688,580 | | 15,387 | | 0 |
The Company was informed by Mr. Jeff Hastings that he will not be able to begin his term as a director of the Company until September 2019.
PROPOSAL NO. 2-Advisory Vote to Approve Named Executive Officer Compensation
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | | | | | | |
| 11,642,893 | | 2,406,949 | | 15,387 | | 9,688,580 |
PROPOSAL NO. 3-Advisory Vote on Frequency of Holding Future Advisory Votes on Executive Compensation
| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| | | | | | | | | |
| 5,143,186 | | 317,671 | | 8,570,316 | | 34,056 | | 9,688,580 |
PROPOSAL NO. 4-To grant authority to the Board of Directors to adopt an amendment to the Company’s Certificate of Incorporation, as amended, to affect a reverse stock split at a ratio up to 1-for-20
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | | | | | | |
| 18,353,577 | | 254,924 | | 5,145,308 | | 0 |
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: July 1, 2019 | TRANS WORLD ENTERTAINMENT CORPORATION |
| | | |
| | By: | /s/ Edwin Sapienza | |
| | | Name: Edwin Sapienza | |
| | | Title: Chief Financial Officer | |
