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): October 24, 2013
The Hillshire Brands Company
(Exact name of registrant as specified in its charter)
| Maryland | 1-3344 | 36-2089049 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
400 South Jefferson Street, Chicago, Illinois 60607
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (312) 614-6000
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. |
The Hillshire Brands Company (“Hillshire Brands”) held its 2013 Annual Meeting of Stockholders on October 24, 2013. A total of 107,561,087 shares of Hillshire Brands common stock, or 87.3% of our outstanding shares of common stock, were represented at the annual meeting in person or by proxy. The final results for each of the matters submitted to a stockholder vote at the annual meeting are as follows:
| 1. | The stockholders elected 9 directors, with each director to serve a one-year term until the Hillshire Brands 2014 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. The votes regarding this proposal were as follows: |
| Name |
For |
Against |
Abstain |
Broker Non-Votes |
||||||||||||
| Todd A. Becker |
88,089,546 | 1,338,058 | 309,969 | 17,823,514 | ||||||||||||
| Christopher B. Begley |
87,628,529 | 1,800,635 | 308,409 | 17,823,514 | ||||||||||||
| Ellen L. Brothers |
87,952,624 | 1,480,316 | 304,633 | 17,823,514 | ||||||||||||
| Sean M. Connolly |
88,233,058 | 1,332,647 | 171,868 | 17,823,514 | ||||||||||||
| Laurette T. Koellner |
87,505,539 | 1,926,066 | 305,968 | 17,823,514 | ||||||||||||
| Craig P. Omtvedt |
88,064,932 | 1,361,610 | 311,031 | 17,823,514 | ||||||||||||
| Sir Ian Prosser |
87,613,571 | 1,886,056 | 237,946 | 17,823,514 | ||||||||||||
| Jonathan P. Ward |
87,306,123 | 2,194,523 | 236,927 | 17,823,514 | ||||||||||||
| James D. White |
87,529,609 | 1,967,690 | 240,274 | 17,823,514 | ||||||||||||
| 2. | The stockholders ratified the appointment of PricewaterhouseCoopers LLP as Hillshire Brands’ independent registered public accounting firm for fiscal year 2014. The votes regarding this proposal were as follows: |
| Votes for the proposal |
106,208,660 | |||
| Votes against the proposal |
995,420 | |||
| Votes abstaining |
357,007 |
| 3. | The stockholders approved the advisory vote to approve Hillshire Brands’ named executive officer compensation. The votes regarding this proposal were as follows: |
| Votes for the proposal |
81,705,658 | |||
| Votes against the proposal |
3,064,572 | |||
| Votes abstaining |
4,967,343 | |||
| Broker Non-Votes |
17,823,514 |
SIGNATURES
Pursuant to the requirement 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.
Dated: October 29, 2013
| The Hillshire Brands Company | ||
| (Registrant) | ||
| By: | /s/ Kent B. Magill | |
| Executive Vice President, General Counsel and | ||
| Corporate Secretary | ||