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Attachment 1

Attachment 2

a6320975.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 9, 2010 

 
Hot Topic, Inc.
(Exact name of registrant as specified in charter)
 
 
California
(State or other
jurisdiction of
incorporation)
 
0-28784
(Commission File
Number)
 
77-0198182
(I.R.S. Employer
Identification No.)
 
 
 
18305 E. San Jose Avenue
City of Industry, California
(Address of principal executive offices)
 
91748
(Zip Code)
 
 
Registrant’s telephone number, including area code: (626) 839-4681
 
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.
 
 
(e)     On June 8, 2010, we entered into a Performance Share Award Cancellation Agreement with Elizabeth McLaughlin, our Chief Executive Officer, pursuant to which Ms. McLaughlin voluntarily elected to cancel certain stock award units previously granted to her in exchange for a nominal payment by us of $1.00 in the aggregate. The stock award units provided for the underlying shares to be earned based on fiscal 2010 operating income targets for the Company as a whole. These fiscal 2010 operating income targets were set in 2008 and assumed certain levels of growth over the three year period. Currently, it is expected that the minimum level for the fiscal 2010 operating income targets for the Company will not be attained.
 
The Performance Share Award Cancellation Agreement indicated that other than such nominal payment, Ms. McLaughlin had not received, and would not receive, any additional consideration in exchange for the cancellation of such stock award units. Accordingly, while she will be eligible to receive future equity grants in connection with our regular grant practices, Ms. McLaughlin will not receive any future equity award in exchange for the cancellation of such stock award units.
 
The maximum number of shares underlying the stock unit award cancelled pursuant to the agreement with Ms. McLaughlin is as follows:
 
Name
  
Title
  
Maximum Shares
Subject to Stock Award
Elizabeth McLaughlin
  
Chief Executive Officer
  
200,000

A copy of the Performance Share Award Cancellation Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.


Item 5.07
Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Shareholders of Hot Topic, Inc. held on June 8, 2010, the seven nominees for director listed below were elected to hold office until the Company’s 2011 Annual Meeting of Shareholders and the selection of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending January 29, 2011, was ratified.  Set forth below are the voting results for these proposals:

       
Against/
     
Broker
   
For
 
Withhold
 
Abstain
 
Non-Votes
(i) Election of Directors
               
                 
     (a)  Evelyn D'An
 
31,097,722
 
298,296
 
0   
 
8,500,306
                 
     (b)  Lisa Harper
 
30,927,189
 
468,829
 
0   
 
8,500,306
                 
     (c)  W. Scott Hedrick
 
30,930,013
 
466,005
 
0   
 
8,500,306
                 
     (d)  Elizabeth McLaughlin
 
31,050,492
 
345,526
 
0   
 
8,500,306
                 
     (e)  Bruce Quinnell
 
31,028,579
 
367,439
 
0   
 
8,500,306
                 
     (f)  Andrew Schuon
 
30,854,617
 
541,401
 
0   
 
8,500,306
                 
     (g)  Thomas Vellios
 
31,099,471
 
296,547
 
0   
 
8,500,306
                 
(ii) Ratification of Ernst & Young LLP as the Company's Independent Auditors for the fiscal year ending January 29, 2011
 
39,418,778
 
435,991
 
41,555   
 
0
 
 
 
 

 
 
Item 9.01                      Financial Statements and Exhibits.
 
        (d)       Exhibits:
 
 
 
 
Exhibit No.
 
Description
     
10.1
Performance Share Award Cancellation Agreement dated June 8, 2010.
     
     
 
[Remainder of page intentionally left blank; signature on following page.]
 
 
 
 

 
 
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.
   
HOT TOPIC, INC.
 
       
    By:
/s/ JAMES MCGINTY
 
   
 
James McGinty
Chief Financial Officer
 
         
Date: June 9, 2010
       

 
 
 

 
 
INDEX TO EXHIBITS
 
Exhibit No.
 
Description
     
10.1
 
Performance Share Award Cancellation Agreement dated June 8, 2010.