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): May 28, 2013

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada 001-34198 Not Applicable
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation)   No.)

2838 Bovaird Drive West
Brampton, Ontario, L7A 0H2, Canada
(Address of Principal Executive Offices)

(905) 455-1990
(Registrant's telephone number, including area code)

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

SunOpta Inc. held its Annual and Special Meeting on May 28, 2013 (the “Meeting”). The matters voted upon at the Meeting included (i) the election of ten directors of the Company for the ensuing year; (ii) amendment of Articles of Incorporation to authorize the directors of the Company to fix the number of directors to be elected by the shareholders at no less than a minimum of 5 and no more than a maximum of 15, and to appoint one or more additional directors between meetings of shareholders, provided the total number of directors so appointed does not exceed one-third of the number of directors elected at the previous annual meeting of shareholders, (iii) approval of 2013 Stock Incentive Plan, (iv) the appointment of Deloitte LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; and (v) the approval on an advisory vote regarding the compensation of the Company’s named executive officers.

Our scrutineer reported the vote of the shareholders as follows:

1.

Election of Directors


  Director Name Votes For Votes Withheld Broker Non-Votes
  Jay Amato 33,286,044 1,861,055 11,543,259
  Steven Bromley 34,476,647 670,452 11,543,259
  Michael Detlefsen 34,576,081 571,018 11,543,259
  Peter Fraser 34,612,381 534,718 11,543,259
  Douglas Greene 33,468,952 1,678,147 11,543,259
  Victor Hepburn 34,559,176 587,923 11,543,259
  Katrina Houde 34,365,091 782,008 11,543,259
  Jeremy Kendall 34,502,068 645,031 11,543,259
  Alan Murray 33,563,061 1,584,038 11,543,259
  Allan Routh 34,676,737 470,362 11,543,259

2.

Amendment of Articles of Incorporation to Authorize the Directors of the Company to fix the number of directors to be elected by the shareholders at no less than a minimum of 5 and no more than a maximum of 15, and to appoint one or more additional directors between meetings of shareholders, provided the total number of directors so appointed does not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.


  Votes For Votes Against Votes Abstain Broker Non-Votes
  34,060,129 682,562 404,408 11,543,259

3.

Approval of 2013 Stock Incentive Plan


  Votes For Votes Against Votes Abstain Broker Non-Votes
  33,027,326 1,406,923 712,850 11,543,259

4.

Appointment of Independent Registered Public Accounting Firm


  Votes For Votes Against Votes Abstain  
  45,884,611 85,117 720,630  

5.

Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers


  Votes For Votes Against Abstain Broker Non-Votes
  33,998,194 514,007 634,898 11,543,259


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.

SUNOPTA INC.
   
By /s/ Robert McKeracher                                           
  Robert McKeracher
  Vice President and Chief Financial Officer
   
Date May 29, 2013