The Company has made these materials available to you in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 20122014 annual meeting of shareholders (the “Annual Meeting”), to be held on Friday,Thursday, June 15, 2012,5, 2014, at 9:00 a.m. local time, at the Company’s principal officeFairmont Miramar Hotel, located at 3450 East Miraloma Avenue, Anaheim,101 Wilshire Boulevard, Santa Monica, California 92806.90401. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

The ratification ofA proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 2, 2013January 31, 2015 (“fiscal 2012”2014”) (Proposal 2)(“Proposal 2”); and

To considerAn advisory (non-binding) resolution regarding the compensation of our named executive officers (“Proposal 3”); and vote upon a

The Board recommends a vote FOR each of the Board’s nominees for director listed in this Proxy Statement (FOR the nominees named in Proposal 1), FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 20122014 (FOR Proposal 2), FOR the advisory (non-binding) resolution regarding the compensation of our named executive officers (FOR Proposal 3), and FOR the proposal regardingamendment to our Amended and Restated Employee Stock Purchase Plan to add shares to the Shareholder Protection Rights Plan (FOR Proposal 3)4).

The record date for the Annual Meeting is April 27, 2012.7, 2014. Holders of record of the Company’s common stock as of the close of business on that date are entitled to vote at the Annual Meeting. Additionally, the holder of the Company’s Series B Convertible Stock (the “Series B Preferred”)Preferred is entitled to vote the shares of common stock underlying the Series B Preferred on an as-converted basis, and to vote as a class with respect to the election of two directorsone director to the Board. See “How many shares can vote” below.

You are entitled to attend the Annual Meeting only if you were a shareholder of record as of the close of business on April 27, 2012,7, 2014, or you were a beneficial owner as of the close of business on April 27, 2012,7, 2014, and you hold a valid legal proxy for the Annual Meeting. If you are the shareholder of record, your name will be verified against the list of shareholders of record prior to your admittance to the Annual Meeting. You should be prepared to present photo identification for admission. If you hold your shares in street name, you should provide proof of beneficial ownership on the record date, such as a brokerage account statement showing that you owned Company common stock as of the record date, a copy of the voting instruction card provided by your broker, bank or other nominee, or other similar evidence of ownership as of the record date, as well as your valid legal proxy and photo identification, for admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the Annual Meeting.

If your shares are registered differently or are held in more than one account, you will receive a Notice, proxy card or voting instruction card, as applicable, for each account. To ensure that all of your shares are voted, please follow the voting procedures included with each Notice, proxy card andor voting instruction card you receive.

Yes. Any shareholder of record has the power to revoke his or her proxy at any time before it is voted by delivering a written notice of revocation to the Secretary of the Company at the Company’s principal office, by submitting a valid proxy bearing a later date using one of the alternatives described above under “How can I vote my shares,” or by attending the Annual Meeting and voting in person. However, your mere presence at the Annual Meeting, without voting in person, will not, by itself, revoke your proxy. For shares held in street name, you may revoke a proxy by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a valid legal proxy from your broker, bank or other nominee giving you the right to vote the shares at the Annual Meeting, by attending the meeting and voting in person.

As of the close of business on the record date of April 27, 2012,7, 2014, there were 69,697,413_______ shares of common stock of the Company entitled to be voted at the Annual Meeting, and there were 1,000 shares of Series B Preferred issued and outstanding. There are no other classes of voting securities outstanding. Each share of common stock entitles its holder to one vote on each matter to be voted upon. Each share of Series B Preferred is entitled to 13,473.53 votes on each matter to be voted upon by the holders of common stock of the Company and one vote on each matter to be voted on by only the holders of the Series B Preferred.

A quorum refers to the number of shares that must be in attendance at a meeting to lawfully conduct business. The presence in person or by proxy of a majority of the sum of (i) the shares of the Company’s common stock entitled to be voted, and (ii) the shares of common stock underlying the Series B Preferred will constitute a quorum. As of the close of business on the record date, there were 69,697,413_______ shares of common stock of the Company outstanding and entitled to vote and 13,473,537 shares of common stock underlying the Series B Preferred. Therefore, in order for a quorum to exist, 41,585,476_______ shares must be represented by shareholders present at the Annual Meeting or by proxy. The election inspector will treat abstentions and shares referred to as “broker non-votes” (that is, shares held by brokers as to which instructions have not been received from the beneficial owners or persons entitled to vote and that the broker does not have discretionary power to vote on a particular matter) as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

The Company has adopted a majority vote standard for the election of directors.non-contested director elections and a plurality vote standard for contested director elections. Under this vote standard, in a non-contested election, all director nominees will be elected if each nominee receives the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, provided that the shares voting affirmatively also constitute a majority of the required quorum. The majority vote standard is discussed further under the Section entitled “Proposal 1 Election of Directors.”

If a shareholder signs and sends in a proxy card and does not indicate how the shareholder wants to vote, the election inspector will count that proxy as a vote FOR each of the Board’s nominees for director listed in this Proxy Statement (FOR the nominees named in Proposal 1), FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 20122014 (FOR Proposal 2), FOR the vote on an advisory (non-binding) resolution regarding the compensation of our named executive officers (FOR Proposal 3), and FOR the proposal regardingamendment to our Amended and Restated Employee Stock Purchase Plan to add shares to the Shareholder Protection Rights Plan (FOR Proposal 3)(Proposal 4).

Although the Board of Directors does not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business comes before the Annual Meeting, a shareholder’s validly submitted proxy gives discretionary authority to the “proxies” named in the enclosed proxy card, Craig E. Gosselin and Michael W. Kaplan, to vote on those matters according to their best judgment.

The expense of soliciting proxies will be borne by the Company. The Company will solicit proxies principally by mail, but directors, officers and regular employees of the Company may solicit proxies personally or by telephone without any additional compensation. The Company has also retained D.F. King & Co., Inc. (“D.F. King”) as its proxy solicitor for the Annual Meeting to aid in the solicitation of proxies by mail, telephone, facsimile, email and personal solicitation. The Company will pay D.F. King a fee of $7,500 for its services, plus reasonable expenses. The Company also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for any reasonable expenses in forwarding proxy materials to beneficial owners.

Yes. Shareholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 20132015 annual meeting of shareholders may do so by following the procedures prescribed in Rule 14a-8 promulgated by the Securities and Exchange Commission (“SEC”).SEC. To be eligible for inclusion, shareholder proposals must be received no later than January 3, 2013,December 26, 2014, and must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. Proposals should be sent to Craig E. Gosselin, the Company’s Secretary, at 3450 East Miraloma Avenue, Anaheim, California 92806.

As permitted by applicable law, only one copy of the proxy materials, which include this Proxy Statement and the 20112013 Annual Report, or the Notice, as applicable, is being delivered to shareholders with the same last name residing at the same address, unless such shareholders have notified the Company of their desire to receive multiple copies of the proxy materials.materials or the Notice. The Company will promptly deliver, upon oral or written request, a separate copy of the proxy materials or the Notice, as applicable, to any shareholder residing at an address to which only one copy was mailed. If you are a shareholder at a shared address to which we delivered a single copy of the proxy materials or the Notice and you desire to receive a separate copy of this Proxy Statement and/or the 20112013 Annual Report or the Notice, or if you desire to receive a separate Proxy Statement and/or annual report or Notice in the future, or if you are a shareholder at a shared address to which we delivered multiple copies of the proxy materials or Notice and you desire to receive one copy in the future, please submit your request by mail to: Investor Relations, Pacific Sunwear of California, Inc., 3450 East Miraloma Avenue, Anaheim, California 92806, or by telephone at (714) 414-4000.