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TILLY'S INC (TLYS)

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TILLY : S, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders (form 8-K)

06/17/2014 | 02:42pm US/Eastern
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

At the 2014 annual meeting of stockholders (the "Annual Meeting") of Tilly's, Inc. (the "Company"), the Company's stockholders approved the Amended and Restated Tilly's 2012 Equity and Incentive Award Plan (the "Amended Plan"), which (i) increases the aggregate number of shares reserved for issuance thereunder by 1,500,000 shares, from 2,913,900 shares to a total of 4,413,900 shares; and (ii) adds operating income and comparable store sales growth as additional performance goals that may be used in connection with performance-based awards granted under the Amended Plan. In addition, the stockholders' approval of the Amended Plan satisfies the stockholder approval requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended. A copy of the Amended Plan was attached as Appendix A to the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 1, 2014 (the "Proxy Statement"), the terms and conditions of which are incorporated herein by reference.

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

At the Annual Meeting, the Company's stockholders voted on three proposals, as described below. Each of the three proposals were described in detail in the Proxy Statement. The vote totals noted below are final voting results from the Annual Meeting.

Proposal 1


The Company's stockholders elected the following six directors for a term of
office expiring at the Company's 2015 annual meeting of stockholders and until
their successors are duly elected and qualified. There were no abstentions for
Proposal 1.



               Name           Votes For       Votes Withheld   Broker Non-Votes
         Hezy Shaked          174,339,386       1,029,780         1,215,137
         Doug Collier         174,409,410         959,756         1,215,137
         Daniel Griesemer     174,442,999         926,167         1,215,137
         Seth Johnson         174,411,010         958,156         1,215,137
         Janet Kerr           173,342,852       2,026,314         1,215,137
         Bernard Zeichner     174,454,777         914,389         1,215,137


Proposal 2

The Company's stockholders approved the Amended Plan referred to in Item 5.02
above, as follows:



              Votes For    Votes Against   Abstentions   Broker Non-Votes
             173,350,101     1,412,743       606,322        1,215,137


Proposal 3

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2015, as follows:



            Votes For       Votes Against        Abstentions      Broker Non-Votes
           175,865,454         38,045              680,804                -

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