Additional Proxy Soliciting Materials (definitive) (defa14a)
17 Junio 2020 - 6:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
Filed by the Registrant x
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Filed by a Party other than the Registrant ¨
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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FRANCESCA’S
HOLDINGS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities
to which transaction applies:
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(2)
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Aggregate number of securities
to which transaction applies:
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value
of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your Right
to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on
July 27, 2020FRANCESCA'S HOLDINGS CORPORATIONMeeting Information Meeting Type: Annual Meeting For holders as of: May 28, 2020
Date: July 27, 2020 Time: 10:00 AM CDT Location*: 8760 Clay Road, Suite 100 Houston, TX 77080FRANCESCA'S HOLDINGS CORPORATION
8760 CLAY ROAD, SUITE 100 HOUSTON, TX 77080* We are actively monitoring the coronavirus (COVID-19) situation and are sensitive
to the public health and travel concerns that our stockholders may have and the protocols that federal, state, and local governments
may impose. In the event that it is not possible or advisable to hold the annual meeting in person, we will announce alternative
arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.
If we take this step, we will announce the decision to do so in advance by filing the notice as Definitive Additional Materials
with the Securities and Exchange Commission.We will also issue a press release and post details on the change(s) to the meeting
on our website at http://investors.francescas.com.You are receiving this communication because you hold shares in the company
named above.This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com
or easily request a paper copy (see reverse side).We encourage you to access and review all of the important information contained
in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.
Before You Vote How
to Access the Proxy MaterialsProxy Materials Available to VIEW or RECEIVE: 1. NOTICE & PROXY STATEMENT 2. 2019 ANNUAL REPORT
How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following
page) and visit: www.proxyvote .com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail
copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods
to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent
to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before
July 13, 2020 to facilitate timely delivery.How To Vote Please Choose One of the Following Voting MethodsVote In Person: Many
stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At
the meeting, you will need to request a ballot to vote these shares. Vote By Internet or Telephone: To vote now by Internet or
Telephone, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrowXXXX XXXX XXXX
XXXX (located on the following page) available and follow the applicable voting instructions. Vote By Mail: You can vote by mail
by requesting a paper copy of the materials, which will include a proxy card.
Voting ItemsThe Board
of Directors recommends that you vote FOR ALL of the following Class III directors to serve until the Company's 2023 Annual Meeting
of Stockholders:1. Election of Directors Nominees: 01) Mr. Philip F. Bleser 02) Mr. Martyn RedgraveThe Board of Directors recommends
that you vote FOR proposals 2, 3 and 4: 2. The ratification of the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the fiscal year ending January 30, 2021.3. The approval, on an advisory basis, of the Company's
executive compensation.4. The ratification of the adoption of the Company's Stockholder Rights Plan.NOTE: In their discretion,
the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement
thereof.
D18952-P41926
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