CALAVO GROWERS INC - FORM 8-K - May 2, 2011

 
 
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): April 27, 2011
CALAVO GROWERS, INC.
(Exact Name of Registrant as Specified in Charter)
         
California   000-33385   33-0945304
         
(State or Other
Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
1141-A Cummings Road, Santa Paula, California 93060
 
(Address of Principal Executive Offices) (Zip Code)
 
(Former Name or Former Address, if Changed Since Last Report)
Registrant’s telephone number, including area code: (805) 525-1245
     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.
     On April 27, 2011, we held the annual meeting of shareholders of Calavo Growers, Inc. at 15765 W. Telegraph Road, Santa Paula, California, 93060. At the meeting, the holders of our outstanding common stock acted on the following matters:
     (1) The shareholders voted on a cumulative basis and elected the following 13 directors, each to serve for a term of one year. Each nominee received the following votes:
                         
    Votes     Votes     Broker  
Name of Nominee   For     Withheld     Non-Votes  
Lecil E. Cole
     19,819,609       1,633,955       1,672,190  
George H. Barnes
     6,687,712       933,008       1,672,190  
Michael D. Hause
     6,706,523       913,478       1,672,190  
Donald M. Sanders
     8,628,678       1,844,125       1,672,190  
Marc L. Brown
     4,860,395       2,760,325       1,672,190  
Alva V. Snider
     6,702,694       1,000,187       1,672,190  
Scott Van Der Kar
     6,243,944       1,813,431       1,672,190  
J. Link Leavens
     9,642,367       1,813,431       1,672,190  
Dorcas H. McFarlane
     7,550,478       1,688,402       1,672,190  
John M. Hunt
     7,055,639       1,142,563       1,672,190  
Egidio Carbone, Jr.
     7,346,594       395,904       1,672,190  
Harold Edwards
     14,463,027       1,812,036       1,672,190  
Steven Hollister
     7,435,384       186,701       1,672,190  
(2) The shareholders voted for the ratification of the appointment of Ernst & Young LLP as our independent accountants for fiscal 2011. Votes cast were as follows:
         
For
     11,574,818  
Against
     35,252  
Abstain
     105,976  
Broker Non-Votes
     39,356  
(3) The shareholders voted for the approval of the Calavo Growers, Inc. 2011 Management Incentive Plan. Votes cast were as follows:
         
For
     7,234,119  
Against
     2,682,487  
Abstain
     166,606  
Broker Non-Votes
     1,672,190  
(4) The shareholders voted on an advisory basis to approve the compensation of the executive officers of Calavo Growers, Inc. as disclosed in the company’s 2011 proxy statement. Votes cast were as follows:
         
For
     9,403,663  
Against
     467,431  
Abstain
     212,118  
Broker Non-Votes
     1,672,190  

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(5) The shareholders voted on an advisory basis on the frequency of holding future shareholder advisory votes on executive compensation. Votes cast were as follows:
         
Every 1 Year
     8,797,157  
Every 2 Years
     107,167  
Every 3 Years
     996,107  
Abstain
     182,781  
Broker Non-Votes
     1,672,190  
     Based upon the results of this shareholder advisory vote, the Board of Directors of Calavo Growers, Inc. has determined to follow the stockholders’ recommendation and to include in future proxy statements an annual shareholder advisory vote on the compensation of the company’s executive officers.

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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.
         
  Calavo Growers, Inc.
 		  
May 2, 2011  By:   /s/ Lecil E. Cole    
    Lecil E. Cole   
    Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)   
 

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