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 18, 2013
STEWART ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| LOUISIANA | 1-15449 | 72-0693290 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)
(504) 729-1400
(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 annual meeting of shareholders of Stewart Enterprises, Inc. was held on April 18, 2013. As of the record date, the Company had 81,816,169 shares of Class A common stock outstanding, each of which was entitled to one vote, and 3,555,020 shares of Class B common stock outstanding, each of which was entitled to ten votes at the Annual Meeting. The Company’s shareholders voted on the following three proposals at the Annual Meeting, casting their votes as described below. All vote totals include both Class A and Class B shares.
Proposal 1—Election of Directors. Each of the individuals listed below was elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors (the “Board”).
| Nominee |
Number of Votes For | Number of Votes Withheld |
Broker Non-Votes | |||||||||
| John B. Elstrott, Jr. |
93,519,642 | 5,740,146 | 10,906,441 | |||||||||
| Thomas M. Kitchen |
98,699,052 | 560,736 | 10,906,441 | |||||||||
| Alden J. McDonald, Jr. |
93,321,936 | 5,937,852 | 10,906,441 | |||||||||
| Ronald H. Patron |
93,516,549 | 5,743,239 | 10,906,441 | |||||||||
| Ashton J. Ryan, Jr. |
93,750,949 | 5,508,839 | 10,906,441 | |||||||||
| John K. Saer, Jr. |
93,504,093 | 5,755,695 | 10,906,441 | |||||||||
| Frank B. Stewart, Jr. |
71,844,209 | 27,415,579 | 10,906,441 | |||||||||
Proposal 2—Advisory Say-on-Pay Vote. Proposal 2 was an advisory vote on executive compensation as disclosed in the proxy materials for the Annual Meeting. This advisory vote was approved.
| Number of Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||||||||
| 97,460,764 |
996,592 | 802,432 | 10,906,441 | |||||||||
Proposal 3—Ratification of Retention of Auditors. Proposal 3 was a proposal to ratify the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2013. This proposal was approved.
| Number of Votes For |
Votes Against | Abstentions | ||||||
| 109,962,020 |
157,126 | 47,083 | ||||||
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 hereunto duly authorized.
| STEWART ENTERPRISES, INC. | ||||||
| April 22, 2013 | /s/ Angela M. Lacour | |||||
| Angela M. Lacour | ||||||
| Senior Vice President of Finance and Chief Accounting Officer | ||||||