Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2013



Penford Corporation

(Exact name of registrant as specified in its charter)




Washington   0-11488   91-1221360

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


7094 South Revere Parkway,

Centennial, Colorado

(Address of principal executive offices)   (Zip Code)


(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:


¨ 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 Penford Corporation Annual Meeting of Shareholders was held on January 31, 2013. A total of 11,493,003 shares was voted in person or by proxy at the meeting, representing 93.05% of the shares entitled to vote. The final voting results for proposals considered at the meeting, all of which are described in the Company’s 2013 Annual Meeting of Shareholders Proxy Statement, were as follows:

1. The Directors identified in the table below were each elected for a three-year term of office.



   For      Withheld      Broker

Jeffrey T. Cook

     9,493,801         571,000         1,428,202   

Thomas D. Malkoski

     9,437,166         627,635         1,428,202   

Sally G. Narodick

     9,448,301         616,500         1,428,202   

2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2013.


For      Against      Abstained  
  11,437,178         46,353         9,472   

3. The compensation of the Company’s named executive officers was approved by shareholders in an advisory vote.


For      Against      Abstained      Broker
  9,582,882         344,331         137,588         1,428,202   




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.



Penford Corporation

February 4, 2013      

/s/ Christopher L. Lawlor

      Christopher L. Lawlor
      Vice President – Human Resources, General Counsel and Secretary