aa_8k.htm
 
 


 
 
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 21, 2011
__________________________
 
American Apparel, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________

 
 
Delaware
001-32697
20-3200601
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
747 Warehouse Street, Los Angeles, California
90021-1106
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (213) 488-0226
 
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):

 
 
¨
 
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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2011, American Apparel, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Delaware Secretary of State to increase the total number of shares of common stock (“Common Stock”) that the Company is authorized to issue from 120,000,000 to 230,000,000.  A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.


Item 5.07
Submission of Matters to a Vote of Security Holders.

The Company held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on June 21, 2011.  The following proposals were presented to a vote of the stockholders and received the votes indicated:

Proposal 1: Election of Class A Directors

To elect the following Class A directors to the Company’s Board of Directors, each to serve for a term of three years and until his successor is duly elected and qualified, or such director’s earlier death, resignation or removal:

 
Director
Votes For
Votes Withheld
Broker Non-Votes
 
Robert Greene
44,570,761
6,530,713
13,124,449
 
Allan Mayer
44,573,952
6,527,522
13,124,449


Proposal 2: Ratification of appointment of independent auditors

To ratify the appointment of Marcum LLP as the Company’s independent auditors for the fiscal year ending December 31, 2011:

 
Votes For
Votes Against
Abstain
 
63,738,176
380,752
106,995


Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock to 230,000,000 shares.

 
For
Against
Abstain
Broker Non-Votes
 
49,155,622
1,915,872
29,980
13,124,449


 
 

 


Proposal 4:  Advisory vote on executive compensation

To approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting (the “Proxy Statement”).

 
For
Against
Abstain
Broker Non-Votes
 
46,305,428
4,757,266
38,780
13,124,449


Proposal 5. Advisory vote on the frequency of future advisory votes on executive compensation

To vote on an advisory basis on whether future advisory votes on executive compensation should occur every year, every two years or every three years:

 
3 Years
2 Years
1 Year
Abstain
Broker Non-Votes
 
44,151,550
1,966,307
4,899,164
84,453
13,124,449

In accordance with the stockholder voting results, in which every “3 Years” received the highest number of votes cast on the proposal regarding the frequency of future advisory votes on executive compensation, the Board has determined that future stockholder advisory votes on executive compensation will occur every three years.  Accordingly, the next stockholder advisory vote on executive compensation will be held at the Company’s 2014 annual meeting of stockholders.  The next required stockholder advisory vote regarding the frequency interval will be held in six years at the Company’s 2017 annual meeting of stockholders.


Proposal 6.  Approval of the Warrant Exercise Price Reset Proposal

To approve the Warrant Exercise Price Reset Proposal (as defined in the Proxy Statement).

 
For
Against
Abstain
Broker Non-Votes
 
49,149,254
1,892,575
59,645
13,124,449


Proposal 7.  Approval of the American Apparel, Inc. 2011 Omnibus Stock Incentive Plan

To approve the American Apparel, Inc. 2011 Omnibus Stock Incentive Plan.

 
For
Against
Abstain
Broker Non-Votes
 
43,806,468
7,251,059
43,947
13,124,449


Proposal 8.  Approval of the potential issuance to certain investors of up to 27,443,173 shares of Common Stock in connection with the Investor Purchase Right contemplated by the Investor Purchase Agreement and such additional shares as may be issued pursuant to topping-up and anti-dilution adjustments under the Investor Purchase Agreement

To approve the potential issuance to certain investors of up to 27,443,173 shares of Common Stock upon the exercise of purchase rights under the Investor Purchase Agreement (as defined in the

 
 

 

Proxy Statement), and such additional shares as may be issued pursuant to topping-up and anti-dilution adjustments under the Investor Purchase Agreement.

 
For
Against
Abstain
Broker Non-Votes
 
49,150,940
1,905,760
44,774
13,124,449


Proposal 9:  Approval of the potential issuance to Dov Charney of up to 40,313,316 shares of Common Stock pursuant to the Charney Purchase Agreement and such additional shares as may be issued pursuant to topping-up and anti-dilution adjustments under the Charney Purchase Agreement

To approve the potential issuance to Dov Charney of up to 40,313,316 shares of Common Stock pursuant to the Charney Purchase Agreement (as defined in the Proxy Statement), and such additional shares as may be issued pursuant to topping-up and anti-dilution adjustments under the Charney Purchase Agreement.

 
For
Against
Abstain
Broker Non-Votes
 
49,120,348
1,935,861
45,265
13,124,449


Item 9.01
Financial Statements and Exhibits.
   
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation



 
 

 


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 hereunto duly authorized.



 
AMERICAN APPAREL, INC.
   
   
Dated: June 27, 2011
/s/ Glenn A. Weinman
 
Name:
Glenn A. Weinman
 
Title:
Senior Vice President, General Counsel and Secretary



 
 

 

 
EXHIBIT INDEX
 
 
Exhibit No.
 
Description
   
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation