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): May 17, 2012

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada 001-34198 Not Applicable
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation)   No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)

(905) 455-1990
(Registrant's telephone number, including area code)

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

The matters voted upon at the Meeting included (i) to affix the number of Directors within the minimum and maximum set forth in the articles as ten (ii) the election of ten directors of the Company for the ensuing year; (iii) the appointment of Deloitte & Touche LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; and (iv) the approval on an advisory vote regarding the compensation of the Company’s named executive officers.

Our scrutineer reported the vote of the shareholders as follows:

1.

Affix the Number of Directors at Ten


  Votes For Votes Against Abstain  
  47,801,871 3,145,704 150,828  

2.

Election of Directors


  Director Name Votes For Votes Withheld  
  Jay Amato 41,687,138 869,555  
  Steven Bromley 41,847,545 709,148  
  Peter Fraser 41,913,864 642,829  
  Douglas Greene 41,116,155 1,440,538  
  Victor Hepburn 41,108,739 1,447,954  
  Katrina Houde 39,842,880 2,713,813  
  Cyril Ing 41,037,191 1,519,502  
  Jeremy Kendall 41,834,619 722,074  
  Alan Murray 41,907,564 649,129  
  Allan Routh 41,814,502 742,191  

3.

Appointment of Independent Registered Public Accounting Firm


Votes For Votes Withheld
50,922,315 176,088

4.

Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers


  Votes For Votes Against Abstain
  38,299,778 4,122,117 134,798


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.

SUNOPTA INC.
   
By /s/ John Dietrich                            
  John Dietrich
  Vice President, Corporate Development
  and Secretary
Date May 18, 2012