Attached files

file filename
EX-99 - NEWS RELEASE - FAMILY DOLLAR STORES INCd287754dex99.htm

 

 

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): January 19, 2012

 

 

Family Dollar Stores, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   1-6807   56-0942963

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

P.O. Box 1017, 10401 Monroe Road

Charlotte, North Carolina

  28201-1017
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (704) 847-6961

 

 

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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. R. James Kelly, former President and Chief Operating Officer, and current Vice Chair, has advised Family Dollar Stores, Inc. (the “Company”) of his retirement effective March 1, 2012.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Company held on January 19, 2012, stockholders voted:

(1) To elect to our Board of Directors the eleven nominees named in the Proxy Statement for the Annual Meeting as follows:

 

Nominee

   Shares
Voting For
     Shares
Withholding  Vote
 

Mark R. Bernstein

     74,025,721         22,995,641   

Pamela L. Davies

     74,630,979         22,390,383   

Sharon Allred Decker

     74,319,846         22,701,516   

Edward C. Dolby

     91,087,946         5,933,416   

Glenn A. Eisenberg

     91,084,622         5,936,740   

Edward P. Garden

     95,760,503         1,260,859   

Howard R. Levine

     90,225,637         6,795,725   

George R. Mahoney, Jr.

     87,636,798         9,384,564   

James G. Martin

     73,939,988         23,081,374   

Harvey Morgan

     74,652,342         22,369,020   

Dale C. Pond

     91,104,831         5,916,531   

There were no abstentions and 9,131,734 broker non-votes with respect to the election to the Board of Directors.

(2) To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and tabular compensation disclosure in the Proxy Statement, with 95,318,276 shares voted for, 1,531,663 shares voted against, and 171,423 shares abstaining. There were 9,131,734 broker non-votes with respect to the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

(3) To approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers, with 89,261,597 shares voted for EVERY YEAR, 145,503 shares voted for EVERY TWO YEARS, 7,228,138 shares voted for EVERY THREE YEARS and 386,124 shares abstaining.

(4) To ratify the action of the Audit Committee of our Board of Directors in selecting PricewaterhouseCoopers LLP as independent registered public accountants of the Company and its subsidiaries for fiscal 2012, with 104,875,594 shares voted for, 942,286 shares voted against, and 335,216 shares abstaining. There were no broker non-votes with respect to the appointment of PricewaterhouseCoopers LLP.


In light of the recommendation from the Company’s shareholders regarding the frequency of holding an advisory shareholder vote on executive compensation, which is consistent with the Board of Directors’ voting recommendation as described in the Proxy Statement, the Company has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s Annual Meeting of Stockholders in 2018.

 

Item 8.01. Other Events.

On January 19, 2012, the Company announced that its quarterly dividend, payable April 13, 2012, would be increased to $0.21 per share. A copy of the news release issued by the Company announcing the change in the quarterly dividend is attached hereto as Exhibit 99 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

99 – News Release dated January 19, 2012, regarding the increase in the Company’s quarterly dividend


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.

 

   

FAMILY DOLLAR STORES, INC.

    (Registrant)
Date: January 25, 2012     By:  

/s/ James C. Snyder, Jr.

      James C. Snyder, Jr.
      Senior Vice President-General Counsel and Secretary