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): November 12, 2010
Tuesday Morning Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) | | 0-19658
(Commission
File Number) | | 75-2398532
(IRS Employer
Identification No.) |
6250 LBJ Freeway
Dallas, Texas
(Address of principal executive offices) | | 75240
(Zip Code) |
Registrant’s telephone number, including area code: (972) 387-3562
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:
o Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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.
Tuesday Morning Corporation (the “Company”) held its Annual Meeting of Stockholders on November 10, 2010 (the “Annual Meeting”), at which the following proposals were submitted to a vote of, and approved by, the Company’s stockholders. The proposals are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on September 29, 2010. At the Annual Meeting, the holders of 38,696,432 shares of the Company’s common stock, which represents approximately 89.93 percent of the shares of the Company’s common stock outstanding and entitled to vote as of the record date of September 20, 2010, were represented in person or by proxy. The voting results of the Annual Meeting are set forth below.
Proposal 1 — Election of Directors — The Company’s stockholders elected Bruce A. Quinnell, Kathleen Mason, William J. Hunckler, III, Starlette Johnson, Benjamin D. Chereskin and David B. Green to serve as directors of the Company until their terms expire at the Company’s next annual meeting of stockholders, or until the earlier of their death, resignation or removal. In accordance with the Company’s bylaws, directors are elected by a plurality of the votes present in person or by proxy and entitled to vote, which means the six nominees who receive the most votes at the Annual Meeting are elected to the Board of Directors. The voting results for each of these individuals were as follows:
Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes | |
| | | | | | | |
Bruce A. Quinnell | | 11,394,632 | | 17,509,605 | | 9,792,195 | |
Kathleen Mason | | 20,036,290 | | 8,867,947 | | 9,792,195 | |
William J. Hunckler, III | | 13,173,856 | | 15,730,381 | | 9,792,195 | |
Starlette Johnson | | 28,184,629 | | 719,608 | | 9,792,195 | |
Benjamin D. Chereskin | | 13,070,424 | | 15,833,813 | | 9,792,195 | |
David B. Green | | 13,190,536 | | 15,713,701 | | 9,792,195 | |
Proposal 2- Ratification of the Company’s Independent Registered Public Accounting Firm - The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011. The voting results were 38,143,474 shares “For,” 480,751 shares “Against” and 72,207 abstentions.
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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.
| TUESDAY MORNING CORPORATION |
| |
Date: November 12, 2010 | By: | /s/ STEPHANIE BOWMAN |
| | Stephanie Bowman
Executive Vice President and Chief
Financial Officer |
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