UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 18, 2011
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51439 | 20-2556965 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 600 Montgomery Street | ||
| San Francisco, California | 94111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 445-7444
N/A
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
Diamond Foods, Inc. held its annual meeting of shareholders (the “Annual Meeting”) on January 18,
2011 in San Francisco, California. At the Annual Meeting, Diamond’s stockholders elected four
Class III members of the Board of Directors and ratified the selection of Deloitte & Touche as
Diamond’s independent auditors for fiscal 2011.
Proposal 1
Diamond’s shareholders elected four Class III members of the Board of Directors as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
John J. Gilbert |
16,169,793 | 1,506,364 | 1,252,427 | |||||||||
Steven M. Neil |
16,453,259 | 1,222,898 | 1,252,427 | |||||||||
Robert J. Zollars |
17,397,553 | 278,604 | 1,252,427 | |||||||||
Edward A. Blechschmidt |
17,526,729 | 149,428 | 1,252,427 | |||||||||
Proposal 2
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s
independent auditors for the 2011 fiscal year.
| Votes For | Votes Against | Abstensions | Broker Non-Votes | |||
18,615,889
|
305,837 | 6,858 | 0 |
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.
| DIAMOND FOODS, INC. |
||||
| Date: January 20, 2011 | By: | /s/ Stephen Kim | ||
| Name: | Stephen Kim | |||
| Title: | Sr. Vice President, General Counsel & HR | |||
3