8-K 1 v134859_8k.htm Unassociated Document
 
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):  December 10, 2008


THE DRESS BARN, INC.
(Exact name of registrant as specified in its charter)

Connecticut
(State or other Jurisdiction of Incorporation)
 
0-11736
  
06-0812960
(Commission File Number)
  
(I.R.S. Employer Identification No.)
     
     
30 Dunnigan Drive, Suffern, New York
  
10901
 
(Address of principal executive offices)
  
(Zip Code)
 
Registrant's telephone number, including area code (845) 369-4500

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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2008, The Dress Barn, Inc. (the “Company”) held its 2008 Annual Meeting of Shareholders (the “Meeting”). At the Meeting, the Company’s shareholders took the following actions, and cast the following votes:

 
1.
Reelected the following individuals as directors of the Company, each to 3 year terms expiring at the Company’s 2011 Annual Meeting of Shareholders:

Name
  
For
    
Withheld Authority
  
David R. Jaffe
     55,104,654       1,354,323  
Klaus Eppler
     54,448,311       2,010,666  
Kate Buggeln
     55,622,523       836,454  

 
2.
Approved an amendment of the Company’s Certificate of Incorporation to increase the authorized shares of common stock from 75,000,000 to 165,000,000:

For
    
Against
    
Abstain
    
Broker non-vote
  
  45,570,803       10,794,010       94,150       0  

 
3.
Approved an amendment of the Company’s Certificate of Incorporation to broaden the indemnification of officers and directors of the Company:

For
    
Against
    
Abstain
    
Broker non-vote
  
  55,815,869       524,816       118,284       0  

 
4.
Approved the general amendment and restatement of the Company’s Certificate of Incorporation:

For
    
Against
    
Abstain
    
Broker non-vote
  
  55,983,201       352,989       122,785       0  

 
5.
And ratified the engagement of the Company’s independent auditors:

For
    
Against
    
Abstain
    
Broker non-vote
  
  56,030,137       317,141       111,697       0  

In addition to the directors named above who were reelected at the Meeting, the following are continuing directors of the Company: Elliot S. Jaffe, Burt Steinberg, Randy L. Pearce and John Usdan.


SIGNATURE


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 thereunto duly authorized.
 
THE DRESS BARN, INC.        
(Registrant)         
         
         
Date:  December 15, 2008         
         
         
         
/s/ Armand Correia
      
Armand Correia
      
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)