Bob Evans Farms, Inc.
BOB EVANS FARMS INC (Form: 8-K, Received: 08/29/2017 17:32:46)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 29, 2017 (August 23, 2017)

 

 

BOB EVANS FARMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-1667   31-4421866

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

8111 Smith’s Mill Road

New Albany, Ohio

  43054
(Address of principal executive offices)   (Zip Code)

(614) 491-2225

(Registrant’s telephone number, including area code)

 

(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:

 

  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


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

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Bob Evans Farms, Inc. (“Company”) was held on August 23, 2017 at the Company’s headquarters in New Albany, Ohio. According to the final certified voting report produced by the inspectors of the election for the Annual Meeting, 16,828,806 shares of the Company’s common stock, par value $0.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 19,930,632 shares as of the record date for the Annual Meeting.

The stockholders voted on the following four proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on Schedule 14A and distributed to the Company’s stockholders on July 14, 2017.

 

  1. The election of nine directors to the Company’s Board of Directors, each to hold office until the Company’s 2018 Annual Meeting of Stockholders and a successor is elected and qualified (“Proposal 1”);

 

  2. The approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”);

 

  3. The approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers (“Proposal 3”); and

 

  4. The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Proposal 4”).

The final certified vote showed the following:

Proposal 1 . The final certified voting results for the election of nine directors to the Company’s Board of Directors at the Annual Meeting are as follows:

 

Nominee

   For      Against      Abstain      Broker Non-Votes  

Douglas N. Benham

     13,736,921        71,707        25,494        2,994,684  

Charles M. Elson

     13,717,586        82,337        34,199        2,994,684  

Mary Kay Haben

     13,703,467        79,108        51,547        2,994,684  

David W. Head

     13,693,494        79,784        60,844        2,994,684  

Kathleen S. Lane

     13,730,642        78,856        24,624        2,994,684  

Eileen A. Mallesch

     13,725,846        74,993        33,283        2,994,684  

Larry S. McWilliams

     13,643,006        165,517        25,599        2,994,684  

J. Michael Townsley

     13,729,866        78,386        25,870        2,994,684  

Michael F. Weinstein

     13,680,617        118,545        34,960        2,994,684  

Each of these directors will serve a term that expires at our 2018 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.


Proposal 2 . The final certified voting results for the approval, on an advisory basis, of the compensation of the Company’s named executive officers, are as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

12,297,179

  1,453,560   83,383   2,994,684

Proposal 3 . The final certified voting results for the approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers, are as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

10,750,071

  52,998   2,960,142   70,911   2,994,684

Based on the voting results set forth above, the Company’s Board of Directors has determined that future advisory votes by the Company’s stockholders on the compensation of the Company’s named executive officers will be conducted on an annual basis.

Proposal 4 . The final certified voting results for the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm, are as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

16,531,231

  272,193   25,382   Not Applicable

 

2


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.

 

    BOB EVANS FARMS, INC.
Date: August 29, 2017     By:  

/s/ Colin M. Daly

      Colin M. Daly
      Executive Vice President, General Counsel and Secretary