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): November 12, 2008 (November 6, 2008)
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
0-18926
|
11-2928178
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
5901
S. Eastern Avenue, Commerce, California
|
90040
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code)
(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
1.01 Entry into a Material Definitive
Agreement
Please see disclosure under Item 5.02
for certain compensation arrangements between Joe’s Jeans Inc. (the “Company”)
and its officers and directors.
ITEM
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(c)
Appointment of Executive
Officers
In
connection with the annual meeting of the Board on November 6, 2008, the Board
re-appointed the following executive officers of the Company to the same
positions: Marc Crossman to the position of President and Chief
Executive Officer, Hamish Sandhu as Chief Financial Officer and Joe Dahan as
Creative Director effective as of November 6, 2008. In addition, the
Board re-appointed Sam Furrow to continue to serve as Chairman of the Board of
Directors in a non-executive capacity.
(e)
Compensation
Arrangements
At the
annual meeting of the Board on November 6, 2008 and in accordance with the terms
and conditions of the Executive Employment Agreement entered into by and between
the Company and Marc Crossman, the Compensation Committee of the Board elected
to pay Mr. Crossman as President and Chief Executive Officer a discretionary
bonus in the amount of $325,000 for his service. The Compensation
Committee set the performance criteria pursuant to which Mr. Crossman will be
measured for achievement and payment of his bonus for fiscal
2009. The metrics considered and discussed to measure Mr. Crossman’s
performance for 2008 and 2009 included achievement of net sales and EBITDA
goals as compared to the Company’s budget. In addition, the
Compensation Committee approved a recommendation to increase the salary for the
Company’s Chief Financial Officer, Hamish Sandhu, to $255,000 per year to be
paid in accordance with normal payroll procedures.
In
connection with the 2004 Stock Incentive Plan (the “Plan”) on November 6, 2008,
the Compensation Committee of the Board approved grants of restricted stock
units (“RSUs”) as follows: (i) Mr. Crossman in the amount of 780,546 RSUs that
vest 1/3 on each anniversary date of the grant in 2009, 2010 and 2011,
respectively; (ii) 109,091 RSUs to Sam Furrow, Tom O’Riordan, and Suhail Rizvi
that vest on a quarterly basis over the course of 12 months; (iii) 73,091 RSUs
to Kent Savage and Kelly Hoffman that vest on a quarterly basis over the course
of 12 months and $19,800 in the form of a cash payment to be paid in quarterly
installments of $4,950 each primarily to cover tax obligations associated with
the vesting of the RSUs; (iv) 546,000 RSUs to Joe Dahan and 150,000 RSUs to
Hamish Sandhu that vest first in an amount equal to 1/8 of the total grant on
June 18, 2009 and thereafter every six months until the RSUs are fully vested on
December 18, 2012. The RSUs will be subject to the terms and
conditions of the Plan and applicable award agreement to be executed by each
participant, a form of which is filed herewith and incorporated
herein.
ITEM
8.01 Other Events
Results of Annual Meeting of
Stockholders
On
September 23, 2008, the Company filed a Definitive Proxy Statement on Schedule
14A with the Securities and Exchange Commission relating to an annual meeting of
our stockholders to be held on November 6, 2008. The purpose of the
annual meeting was to vote on the following proposals: (1) to elect seven
directors to serve on the Board of Directors until the 2009 annual meeting of
stockholders or until their respective successors are elected and qualified; and
(2) to ratify the appointment of Ernst & Young LLP as the independent
registered public accounting firm for the fiscal year ending November 30,
2008.
The Board
fixed the close of business on September 22, 2008 as the record date for
identifying those stockholders entitled to notice of, and to vote, at the annual
meeting. On September 25, 2008, the notice of annual meeting, proxy
statement and proxy cards were first mailed to stockholders along with the
Company’s Annual Report on Form 10-K for the fiscal year ended November 30,
2007, as amended. On November 6, 2008, the Company conducted its
annual meeting of stockholders and all proposals were approved.
On November 6, 2008, 41,150,073 shares
were represented in person or by proxy at the meeting, which reflected
approximately 69% of total shares outstanding. This share amount
reflects the addition of certain shares that the Company holds as treasury
shares in a segregated brokerage account. The vote totals on the two
proposals were as follows:
|
For
|
Withheld
|
|
|
1. Election
of seven directors:
|
|
|
|
|
|
|
Samuel
J. Furrow
|
40,931,144
|
|
218,929
|
|
|
|
Marc
B. Crossman
|
40,955,259
|
|
194,814
|
|
|
|
Joe
Dahan
|
40,759,020
|
|
391,053
|
|
|
|
Kelly
Hoffman
|
40,092,174
|
|
1,057,899
|
|
|
|
Tom
O’Riordan
|
40,949,459
|
|
200,614
|
|
|
|
Suhail
R. Rizvi
|
40,242,756
|
|
907,317
|
|
|
|
Kent
Savage
|
40,947,419
|
|
202,654
|
|
|
|
|
For
|
Against
|
Abstain
|
|
|
|
|
|
|
|
2. Appointment
of Ernst & Young LLP as
independent
registered public accounting firm for the fiscal year ending November 30,
2008
|
41,110,785
|
|
23,886
|
|
15,402
|
|
ITEM
9.01 Financial Statements and
Exhibits
(d) Exhibits.
Exhibit
Number
Description
10.1
|
Form
of Restricted Stock Unit Agreement (incorporated by reference to the
Current Report on Form 8-K filed on December 21,
2007)
|
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 thereunto
duly authorized.
|
JOE’S JEANS
INC.
(Registrant)
|
|
|
|
|
|
Date:
November 12, 2008
|
By:
|
/s/ Marc
Crossman
|
|
|
|
Marc
Crossman
|
|
|
|
President,
Chief Executive Officer, and Director
(Principal
Executive Officer)
|
|
|
|
|
|
Exhibit
Index
Exhibit
Number
Description
10.1
|
Form
of Restricted Stock Unit Agreement (incorporated by reference to the
Current Report on Form 8-K filed on December 21,
2007)
|
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