Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed in the Company's Current Report on Form 8-K, dated April 13, 2021, Christine Day, Margaret Jenkins, and Thomas Kingsbury were appointed to the Company's Board of Directors effective as of the close of the 2021 annual meeting of shareholders held on May 12, 2021.

Item 5.07Submission of Matters to a Vote of Security Holders

The following matters were voted upon at the 2021 annual meeting of shareholders held on May 12, 2021:

(1)Proposal to elect the 12 individuals nominated by the Board of Directors to serve as directors for a one year term and until their successors are duly elected and qualified.

The results of the voting on this proposal are as follows:






                                                          Broker
                            For          Withhold        Non-Votes
Michael Bender           115,720,998      5,104,344       1,599,107
Peter Boneparth          117,175,839      3,649,503       1,599,107
Steve A. Burd            117,130,746      3,694,597       1,599,107
Yael Cosset              115,695,332      5,130,011       1,599,107
H. Charles Floyd         113,941,061      6,884,282       1,599,107
Michelle Gass            119,687,052      1,138,291       1,599,107
Robbin Mitchell          119,681,036      1,144,306       1,599,107
Jonas Prising            118,171,731      2,653,612       1,599,107
John E. Schlifske        115,709,002      5,116,340       1,599,107
Adrianne Shapira         115,726,768      5,098,575       1,599,107
Frank V. Sica            116,696,887      4,128,456       1,599,107
Stephanie A. Streeter    113,753,393      7,071,950       1,599,107





(2)Advisory vote on the compensation of the Company's named executive officers.

The results of the voting on this proposal are as follows:






     For           Against       Abstain     Broker Non-Votes
114,083,440      4,213,454     2,528,443     1,599,113

(3)Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 29, 2022.

The results of the voting on this proposal are as follows:






     For          Against       Abstain    Broker Non-Votes
112,362,635      9,280,573     781,742     0

(4)Shareholder proposal on shareholder right to act by written consent.

The results of the voting on this proposal are as follows:






     For           Against       Abstain    Broker Non-Votes
10,981,021      109,327,640     516,410     1,599,379

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Item 8.01.  Other Events.

On May 12, 2021, the Company issued a press release announcing events which took place in connection with the 2021 Annual Meeting. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits



 Exhibit No.            Description

     99.1                 Press Release dated     May 12    ,     2021

     104                Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

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