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 17, 2013 |
The WhiteWave Foods Company
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-35708 | 46-0631061 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2711 North Haskell Avenue, Suite 3400, Dallas, Texas | 75204 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | (214) 303-3400 |
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 WhiteWave Foods Company (“WhiteWave”) held its 2013 annual meeting of stockholders on April 17, 2013, and the following number of votes was cast for each matter indicated. The following voting results are final.
| 1. | The stockholders elected two directors, with each director elected to serve a three-year term ending at WhiteWave’s 2016 annual meeting of stockholders. The votes regarding this proposal were as follows: |
| Broker | ||||||||||||||||
Director Nominee |
For | Against | Abstain | Non-Votes | ||||||||||||
Michelle P. Goolsby |
1,512,779,136 | 5,622,268 | 18,527 | 1,809,246 | ||||||||||||
Stephen L. Green |
1,518,355,372 | 46,164 | 18,395 | 1,809,246 | ||||||||||||
| 2. | The stockholders approved The WhiteWave Foods Company 2012 Stock Incentive Plan. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||
| 1,510,419,297 | 7,925,638 | 74,996 | 1,809,246 |
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| 3. | The stockholders approved, on an advisory basis, WhiteWave’s executive compensation. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||
| 1,517,280,902 | 1,061,540 | 77,489 | 1,809,246 |
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| 4. | The stockholders recommended, on an advisory basis, that WhiteWave conduct future advisory votes on its executive compensation every three years. The votes regarding this proposal were as follows: |
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non-Votes |
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| 15,861,229 | 44,368 | 1,502,431,044 | 83,290 | 1,809,246 |
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In accordance with the recommendation of the stockholders, the WhiteWave Board of Directors has decided to include an advisory stockholder vote on executive compensation in our proxy materials every three years until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than our 2019 annual meeting of stockholders.
| 5. | The stockholders ratified the appointment of Deloitte & Touche LLP as WhiteWave’s independent auditor for fiscal 2013. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||
| 1,520,187,162 | 22,311 | 19,704 | 0 |
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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.
| The WhiteWave Foods Company | ||||
| April 19, 2013 | By: |
Roger E. Theodoredis
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| Name: Roger E. Theodoredis | ||||
| Title: Executive Vice President, General Counsel and Secretary | ||||