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): March 10, 2011
1-12340
(Commission File Number)
GREEN MOUNTAIN COFFEE ROASTERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 03-0339228 | |
| (Jurisdiction of Incorporation) | (IRS Employer Identification Number) |
33 Coffee Lane, Waterbury, Vermont 05676
(Address of registrant’s principal executive office)
(802) 244-5621
(Registrant’s telephone number)
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 10, 2011, Green Mountain Coffee Roasters, Inc. (the “Company”) held its Annual Meeting of Shareholders of the Company (the “Annual Meeting”). As of the Record Date of January 12, 2011, there were 141,595,229 outstanding and entitled to notice of and to vote at the Annual Meeting. The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
Proposal I – Election of Directors
Shareholders approved the election of Lawrence J. Blanford, Michael J. Mardy and David E. Moran to serve as Class III directors for a three-year term to expire at the 2014 Annual Meeting.
| For |
Withheld |
Broker non-votes | ||||
| Lawrence J. Blanford |
98,024,652 | 2,622,480 | 17,856,931 | |||
| Michael J. Mardy |
91,157,634 | 9,489,498 | 17,856,931 | |||
| David E. Moran |
97,307,693 | 3,339,439 | 17,856,931 |
Proposal II – Advisory Vote on Executive Compensation of the Named Executive Officers
Shareholders approved, on an advisory basis, the Company’s compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Company’s 2011 annual meeting proxy statement.
| For |
Against |
Abstain |
Broker non-votes | |||
| 97,959,471 | 2,371,570 | 316,091 | 17,856,931 |
Proposal III – Advisory Vote on Frequency of Advisory Vote on Executive Compensation of the Named Executive Officers
Shareholders did not express a clear preference on the frequency of future non-binding advisory votes on compensation for the Company’s named executive officers. Among shareholders indicating a preference, 49.37% of the shareholders indicated a preference for holding advisory votes annually while 49.99% indicated a preference for these advisory votes to be held once every three years, in accordance with the Board of Directors’ recommendation in the Company’s proxy materials.
The Company’s Board of Directors has considered the outcome of this vote and determined that the Company will hold the next advisory vote on the compensation of the Company’s named executive officers at the Company’s 2012 annual meeting of shareholders.
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker non-votes | ||||
| 49,594,674 | 648,082 | 50,221,025 | 183,351 | 17,856,931 |
Proposal IV – Ratification of Independent Registered Public Accountants for Fiscal Year 2011
At the Annual Meeting, shareholders ratified the appointment of PriceWaterhouseCoopers LLP to serve as the Company’s independent registered public accountants for its 2011 fiscal year.
| For |
Against |
Abstain | ||
| 107,516,768 | 10,791,006 | 196,289 |
SIGNATURES
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.
GREEN MOUNTAIN COFFEE ROASTERS, INC.
By: /s/ Frances. G Rathke
Frances G. Rathke
Chief Financial Officer
Date: March 16, 2011