Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - BOB EVANS FARMS INC | d588798dex101.htm |
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): August 23, 2013 (August 21, 2013)
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-1667 | 31-4421866 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 3776 South High Street, Columbus, Ohio | 43207 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(614) 491-2225
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting, our stockholders voted to re-elect directors Larry C. Corbin, Steven A. Davis, Michael J. Gasser, E. Gordon Gee, Mary Kay Haben, E. W. (Bill) Ingram III, Cheryl L. Krueger, G. Robert Lucas, Eileen A. Mallesch and Paul S. Williams. Each of these directors will serve a term that expires at our 2014 Annual Meeting of Stockholders.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Bob Evans Farms, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) on August 21, 2013 in Columbus, Ohio. At the Annual Meeting, 22,715,697 shares of the Company’s common stock, par value $.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 27,467,834 shares.
At the Annual Meeting, our stockholders voted on four proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to our stockholders on July 12, 2013.
At the Annual Meeting, our stockholders voted to re-elect directors Larry C. Corbin, Steven A. Davis, Michael J. Gasser, E. Gordon Gee, Mary Kay Haben, E. W. (Bill) Ingram III, Cheryl L. Krueger, G. Robert Lucas, Eileen A. Mallesch and Paul S. Williams. Each of these directors will serve a term that expires at our 2014 Annual Meeting of Stockholders.
Our stockholders took the following actions on the other three proposals at the Annual Meeting:
| • | Proposal 2, to approve the advisory resolution on executive compensation was approved by our stockholders. |
| • | Proposal 3, to approve an amendment to the 2010 Equity and Cash Incentive Plan was approved by our stockholders. |
| • | Proposal 4, the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending April 25, 2014 was ratified. |
The final vote tallies for each proposal are set forth below:
Proposal 1. To elect ten directors for terms expiring at our 2014 Annual Meeting of Stockholders:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-votes | ||||||||||||
| Larry C. Corbin |
19,355,370 | 357,765 | 53,599 | 2,203,599 | ||||||||||||
| Steven A. Davis |
19,064,483 | 640,907 | 61,344 | 2,203,599 | ||||||||||||
| Michael J. Gasser |
19,317,225 | 395,554 | 53,955 | 2,203,599 | ||||||||||||
| E. Gordon Gee |
19,363,478 | 344,429 | 58,827 | 2,203,599 | ||||||||||||
| E.W. (Bill) Ingram III |
17,206,652 | 2,500,750 | 59,332 | 2,203,599 | ||||||||||||
| Mary Kay Haben |
19,244,828 | 460,671 | 61,235 | 2,203,599 | ||||||||||||
| Cheryl L. Krueger |
19,307,026 | 406,689 | 53,019 | 2,203,599 | ||||||||||||
| G. Robert Lucas |
17,212,969 | 2,498,188 | 55,566 | 2,203,599 | ||||||||||||
| Eileen A. Mallesch |
17,323,101 | 2,838,382 | 60,251 | 2,203,599 | ||||||||||||
| Paul S. Williams |
19,411,186 | 296,598 | 58,950 | 2,203,599 | ||||||||||||
Proposal 2. To approve the advisory resolution on executive compensation:
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 19,157,394 |
473,115 | 136,225 | 2,203,599 |
Proposal 3. To approve an amendment to the 2010 Equity and Cash Incentive Plan:
| Votes For |
Votes Against |
Abstentions |
Broker Non-votes | |||
| 18,272,162 |
1,399,224 | 95,348 | 2,203,599 |
Proposal 4. To ratify the selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending April 25, 2014:
| Votes For |
Votes Against |
Abstentions | ||
| 21,124,065 |
771,433 | 74,835 |
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of business acquired. Not Applicable. |
| (b) | Pro forma financial information. Not applicable. |
| (c) | Shell company transactions. Not Applicable. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| *10.1 | Bob Evans Farms, Inc. Amended and Restated Filed Herewith 2010 Equity and Cash Incentive Plan | |
| * | Denotes management contract or compensatory plan or agreement. |
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.
| BOB EVANS FARMS, INC. | ||||
| Date: August 23, 2013 | By: | /s/ Kevin C. O’Neil | ||
| Kevin C. O’Neil | ||||
| Vice President, Assoc. General Counsel and Asst. Corporate Secretary | ||||