UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2013
AFC Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
| 000-32369 | 58-2016606 | |
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| (Commission File Number) |
(IRS Employer Identification No.) | |
| 400 Perimeter Center Terrace, Suite 1000, Atlanta, Georgia | 30346 | |
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| (Address of Principal Executive Offices) | (Zip Code) | |
(404) 459-4450
(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 (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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 22, 2013, AFC Enterprises, Inc. (the “Company”) held its 2013 Annual Shareholders Meeting. The shareholders elected the following nominees to the board of directors to serve a one-year term with votes cast as follows:
| John M. Cranor, III For: 20,205,384 Withheld: 6,582 Non-votes: 2,241,349 |
Carolyn Hogan Byrd For: 20,188,566 Withheld: 23,400 Non-votes: 2,241,349 | |
| Krishnan Anand For: 7,590,447 Withheld: 12,621,519 Non-votes: 2,241,349 |
R. William Ide, III For: 20,187,837 Withheld: 24,129 Non-votes: 2,241,349 | |
| Victor Arias, Jr. For: 20,053,654 Withheld: 158,312 Non-votes: 2,241,349 |
Kelvin J. Pennington For: 20,053,546 Withheld: 158,420 Non-votes: 2,241,349 | |
| Cheryl A. Bachelder For: 20,191,213 Withheld: 20,753 Non-votes: 2,241,349 |
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The shareholders also voted to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2013 with votes cast as follows:
For: 22,410,319
Against: 42,120
Abstain: 876
The shareholders also voted to approve, on an advisory basis, the compensation of the named executive officers with votes cast as follows:
For: 19,236,806
Against: 337,330
Abstain: 637,830
Non-votes: 2,241,349
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.
| AFC Enterprises, Inc. | ||||
| Date: May 24, 2013 | By: | /s/ Harold M. Cohen | ||
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| Harold M. Cohen | ||||
| Senior Vice President, General Counsel, | ||||
| Chief Administrative Officer and | ||||
| Corporate Secretary | ||||