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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2013 (May 23, 2013)
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
New Jersey (State or Other Jurisdiction of Incorporation) | 1-1550 (Commission File Number) | 04-1923360 (IRS Employer Identification No.) |
550 South Caldwell Street, Charlotte, North Carolina 28202
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (980) 636-5000
N/A
(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
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Company held its Annual Meeting of Shareholders on May 23, 2013. A total of 46,461,504 shares were represented in person or by proxy at the 2013 Annual Meeting and the Company’s shareholders took the following actions:
Proposal No. 1: Election of Directors
Shareholders elected each of the seven nominees for director to serve for a term to expire at the 2014 Annual Meeting of Shareholders based on the following votes:
Name | Votes For | Votes Withheld | Broker Non-Votes |
Kerrii B. Anderson | 33,171,134 | 2,592,278 | 5,120,329 |
Howard W. Barker, Jr. | 35,223,203 | 540,209 | 5,120,329 |
Clare M. Hasler-Lewis | 34,377,064 | 1,386,348 | 5,120,329 |
Edward F. Lonergan | 35,315,695 | 447,717 | 5,120,329 |
Jeffrey N. Simmons | 34,946,475 | 816,937 | 5,120,329 |
Steven P. Stanbrook | 31,683,594 | 4,079,818 | 5,120,329 |
Ronald V. Waters III | 35,307,324 | 456,088 | 5,120,329 |
Proposal No. 2: Advisory (Non-Binding) Vote on Executive Compensation
Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
30,866,528 | 4,834,426 | 62,458 | 5,120,329 |
Proposal No. 3: Ratification of Independent Registered Public Accounting Firm
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 based on the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
40,486,371 | 323,167 | 74,203 | -0- |
Proposal No. 4: Shareholder Proposal Regarding Simple Majority Vote
Shareholders approved the shareholder proposal regarding simple majority vote in governing documents based on the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
30,505,796 | 5,204,908 | 52,708 | 5,120,329 |
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.
Date: May 28, 2013 CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ James E. Thompson
James E. Thompson
Senior Vice President, General Counsel and Secretary