Unassociated Document
 
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):  January 12, 2011

FREDERICK’S OF HOLLYWOOD GROUP INC.
(Exact Name of Registrant as Specified in Charter)

New York
  
1-5893
  
13-5651322
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

6255 Sunset Boulevard, Hollywood, CA
  
90028
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant’s telephone number, including area code:   (323) 466-5151

180 Madison Avenue, New York, NY 10016
(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 1.01.
Entry into a Material Definitive Agreement.
 
The information contained in Item 5.02 below is incorporated herein by reference.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On January 12, 2011, Frederick’s of Hollywood Group Inc. (“Company”) entered into stock option and restricted stock agreements with each of its executive officers and non-employee directors to provide for the following issuances of options and shares to such individuals:
 
Name
  
Position
  
Number of Options
    
Number of Restricted Shares
  
Thomas J. Lynch
  
Chairman and CEO
  
84,000
    
36,000
  
Linda LoRe
  
President
  
42,000
    
18,000
  
Thomas Rende
  
Chief Financial Officer
  
35,000
    
15,000
  
Peter Cole
  
Director
  
17,500
    
7,500
  
John L. Eisel
  
Director
  
17,500
    
7,500
  
William F. Harley
  
Director
  
17,500
    
7,500
  
Milton J. Walters
  
Director
  
17,500
    
7,500
  

The options and shares of restricted stock were issued under the Company’s 2010 Long-Term Incentive Equity Plan that was approved at the Company’s Annual Meeting of Shareholders held on January 12, 2011.  The options and shares of restricted stock vest in equal annual installments on each of January 12, 2011, 2012 and 2013, provided the respective officer or director continues to remain in his or her position with the Company at such times.  The options have an exercise price of $1.05 per share and expire on January 11, 2021.
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
On January 12, 2011, the Company held its Annual Meeting of Shareholders in New York City.  At the Annual Meeting, the Company’s shareholders voted on two proposals.  Each proposal was approved pursuant to the following final voting results from the Annual Meeting:
 
1.           To elect six directors to serve for the ensuing one-year period and until their successors are elected and qualified.
 
Nominee
  
Votes For
  
Votes Withheld
Peter Cole
  
31,406, 358
  
685,701
John L. Eisel
  
31,647,348
  
444,711
William F. Harley
  
31,656,439
  
435,620
 
2
 
Nominee
  
Votes For
  
Votes Withheld
Linda LoRe
  
31,488,491
  
603,568
Thomas J. Lynch
  
31,488,408
  
603,651
Milton J. Walters
  
31,702,101
  
389,958
 
2.           To approve the Company’s 2010 Long-Term Incentive Equity Plan.
 
Votes For
  
Votes Against
  
Votes Abstain
  
Broker Non-Vote
             
29,916,684
  
1,103,256
  
1,072,119
  
0
 
Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.
 
(c)          Exhibits:
 
 
10.1
Form of Stock Option Agreement for Employees
 
 
10.2
Form of Stock Option Agreement for Non-Employee Directors
 
 
10.3
Form of Restricted Stock Agreement for Employees
 
 
10.4
Form of Restricted Stock Agreement for Non-Employee Directors
 
 
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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.

Dated: January 14, 2011
    
FREDERICK’S OF HOLLYWOOD GROUP INC.
       
   
By:
/s/ Thomas Rende
     
Thomas Rende
     
Chief Financial Officer
     
(Principal Financial and Accounting Officer)
 
 
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