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 30, 2011
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-3385 | 25-0542520 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1 PPG Place, Suite 3100 Pittsburgh, Pennsylvania |
15222 | |||
| (Address of principal executive offices) | (Zip Code) | |||
412-456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
GENERAL
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of shareholders was held on August 30, 2011 in Pittsburgh, Pennsylvania. The matters voted on and the results of the vote were as follows:
| 1. | Our shareholders re-elected the following directors to each serve until the next Annual Meeting of Shareholders or until a successor is elected or qualified. |
| Number of Votes | ||||||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| William R. Johnson |
202,425,003 | 10,506,811 | 696,343 | 51,164,238 | ||||||||||||
| Charles E. Bunch |
199,635,426 | 13,468,917 | 523,814 | 51,164,238 | ||||||||||||
| Leonard S. Coleman, Jr. |
175,930,378 | 37,145,924 | 551,855 | 51,164,238 | ||||||||||||
| John G. Drosdick |
205,938,403 | 7,146,667 | 543,087 | 51,164,238 | ||||||||||||
| Edith E. Holiday |
178,442,445 | 34,631,785 | 553,927 | 51,164,238 | ||||||||||||
| Candace Kendle |
177,972,531 | 35,109,573 | 546,053 | 51,164,238 | ||||||||||||
| Dean R. O’Hare |
201,548,525 | 11,523,989 | 555,643 | 51,164,238 | ||||||||||||
| Nelson Peltz |
177,136,993 | 35,900,956 | 589,408 | 51,165,038 | ||||||||||||
| Dennis H. Reilley |
173,425,898 | 39,597,225 | 605,034 | 51,164,238 | ||||||||||||
| Lynn C. Swann |
177,657,195 | 35,365,077 | 605,885 | 51,164,238 | ||||||||||||
| Thomas J. Usher |
173,197,632 | 39,867,116 | 563,409 | 51,164,238 | ||||||||||||
| Michael F. Weinstein |
201,826,545 | 11,225,793 | 575,819 | 51,164,238 | ||||||||||||
| 2. | Our shareholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for Fiscal Year 2012. |
| Number of Votes | ||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 260,244,055 | 3,786,994 | 761,346 | 0 | |||||||||
| 3. | Our shareholders approved a non-binding resolution approving the compensation of the Company’s named executive officers. |
| Number of Votes | ||||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||
| 199,769,349 | 11,598,925 | 2,216,310 | 51,207,811 | |||||||||||
| 4. | Our shareholders cast the highest number of votes in favor of holding future non-binding advisory votes on the compensation of the Company’s named executive officers (“say on pay votes”) on an annual basis. |
| Number of Votes | ||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
||||||||||||||
| 164,899,043 | 2,833,716 | 43,609,436 | 2,241,788 | 51,208,412 | ||||||||||||||
In accordance with our Board of Directors’ recommendation and the voting results on this advisory proposal, the Board of Directors has determined that the Company will hold future say on pay votes on an annual basis until (1) the next shareholder advisory vote on the frequency of future say on pay votes or (2) the Board otherwise determines that a different frequency for the say on pay votes is in the best interests of the Company.
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 thereunto duly authorized.
| H.J. HEINZ COMPANY | ||
| By: | /s/ Theodore N. Bobby | |
| Theodore N. Bobby | ||
| Executive Vice President and | ||
| General Counsel | ||
Dated: September 2, 2011