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EX-3.1 - EX-3.1 - BOB EVANS FARMS INCd782809dex31.htm
EX-99.1 - EX-99.1 - BOB EVANS FARMS INCd782809dex991.htm
EX-3.2 - EX-3.2 - BOB EVANS FARMS INCd782809dex32.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2014 (August 20, 2014)

 

 

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-1667   31-4421866

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8111 Smiths Mill Road, New Albany, Ohio   43054
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 of this amended Current Report on Form 8-K/A, at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) held by Bob Evans Farms, Inc. (the “Company”), the Company’s stockholders voted on the approval of certain amendments of the Company’s Restated Certificate of Incorporation (the “Charter”) and the Bylaws. The final certified voting report from the independent inspector of elections, IVS Associates, Inc. (“IVS”), was issued on September 2, 2014 and it indicated that such amendments were approved by the requisite voting percentages of stockholders. The Charter and Bylaws as amended are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, according to the final certified voting report produced by IVS, 20,431,001 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 23,499,911 shares as of the record date for the Annual Meeting.

Our stockholders voted on the following seven proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) which was filed with the Securities and Exchange Commission on Schedule 14A and first made available to our stockholders on July 11, 2014.

 

    The election of twelve directors to the Company’s Board of Directors, each to hold office until the Company’s 2015 Annual Meeting of Stockholders and a successor is elected and qualified (“Proposal 1”);

 

    The approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”);

 

    The approval of an amendment of Section 8.01 of the Company’s Amended and Restated By-laws (the “Bylaws”) to allow stockholders to amend any provision of the Bylaws by a majority vote of the common stock outstanding (“Proposal 3”);

 

    The approval of amendments of Article Twelfth of the Company’s Restated Certificate of Incorporation (the “Charter”) and Section 3.13 of the Bylaws to allow stockholders to remove directors by a majority vote of the common stock outstanding (“Proposal 4”);

 

    The approval of an amendment of Article Thirteenth of the Charter to allow stockholders to amend Article Twelfth governing director removal by a majority vote of the common stock outstanding (“Proposal 5”);

 

    The approval of an amendment of Section 2.05 of the Bylaws to allow holders of at least 25% of the common stock outstanding to request that the Company call a special meeting of stockholders (“Proposal 6”); and

 

    The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Proposal 7”).

A stockholder proposal, also described in the Proxy Statement, to repeal any provision of the Company’s Bylaws as of the date of the Annual Meeting that was not in the Bylaws filed by the Company on January 28, 2014, and that is inconsistent with or disadvantageous to the election of the director nominees of the Castlerigg Global Equity Special Event Master Fund, Ltd, a stockholder of the Company, was withdrawn by the proposing stockholder prior to the Annual Meeting and was not voted on at the Annual Meeting.

 

2


A final certified voting report was issued by IVS on September 2, 2014 certifying the final voting results. None of the preliminary voting results that were previously reported changed on the final certified voting report. The final certified voting report did include the broker non-votes for each proposal, which had not been reported with the preliminary report. The final certified vote showed the following:

 

     Broker Non-Votes  

Proposal 1

     403,988   

Proposal 2

     403,988   

Proposal 3

     403,988   

Proposal 4

     403,988   

Proposal 5

     403,988   

Proposal 6

     403,988   

Proposal 7

     0   

Proposal 1. The final certified voting results, as reported by IVS, for the election of twelve directors to the Company’s Board of Directors at the Annual Meeting are as follows:

 

Nominee

   Votes For      Votes Withheld  

Douglas N. Benham

     13,681,306         24,719   

Steven A. Davis

     9,272,547         291,654   

Charles M. Elson

     13,589,948         116,077   

Michael J. Gasser

     9,223,821         301,240   

Mary Kay Haben

     9,397,315         166,886   

David W. Head

     13,681,306         24,719   

E.W. (Bill) Ingram III

     6,178,442         181,686   

Cheryl K. Krueger

     6,014,878         306,110   

Kathleen S. Lane

     9,401,623         162,578   

C. Stephen Lynn

     9,091,786         1,410,166   

Eileen A. Mallesch

     9,289,714         235,347   

Larry S. McWilliams

     9,401,494         162,707   

Annelise T. Osborne

     7,424,936         4,723,246   

Aron I. Schwartz

     6,004,142         4,458,670   

Kevin M. Sheehan

     9,400,227         163,974   

Michael F. Weinstein

     10,688,917         1,331,738   

Lee S. Wielansky

     7,377,055         3,124,897   

Paul S. Williams

     9,288,308         236,753   

Each of these directors will serve a term that expires at our 2015 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. Pursuant to the Bylaws, on account of the Annual Meeting being a contested election, the twelve nominees receiving the highest number of “FOR” votes cast by holders of shares represented in person or by proxy at the Annual Meeting were elected.

 

3


Based on the final certified voting report, the following twelve individuals received the highest number of “FOR” votes: Douglas N. Benham, Steven A. Davis, Charles M. Elson, Michael J. Gasser, Mary Kay Haben, David W. Head, Kathleen S. Lane, Eileen A. Mallesch, Larry S. McWilliams, Kevin M. Sheehan, Michael F. Weinstein and Paul S. Williams.

Each elected director’s term commenced upon certification of the final results of the Annual Meeting by IVS, which was on September 2, 2014.

Our stockholders also took the following actions on the other six proposals at the Annual Meeting:

Proposal 2. The final certified voting results, as reported by IVS, regarding approving, on an advisory basis, the compensation of the Company’s named executive officers, are as follows:

 

Votes For

   Votes Against      Abstentions  

15,754,960

     4,075,861         196,192   

Proposal 3. The final certified voting results, as reported by IVS, regarding approving an amendment to Section 8.01 of the Bylaws to allow stockholders to amend any provision of the Bylaws by a majority vote of the common stock outstanding, are as follows:

 

Votes For

   Votes Against      Abstentions  

19,763,550

     195,730         67,733   

Proposal 4. The final certified voting results, as reported by IVS, regarding approving an amendment of Article Twelfth of the Charter and Section 3.13 of the Bylaws to allow stockholders to remove directors by a majority vote of the common stock outstanding, are as follows:

 

Votes For

   Votes Against      Abstentions  

19,788,506

     175,883         62,624   

Proposal 5. The final certified voting results, as reported by IVS, regarding approving an amendment of Article Thirteenth of the Charter to allow stockholders to amend Article Twelfth governing director removal by a majority vote of the common stock outstanding, are as follows:

 

Votes For

   Votes Against      Abstentions  

19,775,753

     185,082         66,178   

Proposal 6. The final certified voting results, as reported by IVS, regarding approving an amendment to Section 2.05 of the Company’s By-laws to allow holders of at least 25% of the common stock outstanding to request that the Company call a special meeting of stockholders are as follows:

 

Votes For

   Votes Against      Abstentions  

19,582,616

     355,036         89,361   

Proposal 7. The final certified voting results, as reported by IVS, regarding ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 24, 2015, are as follows:

 

Votes For

   Votes Against      Abstentions  

20,094,771

     259,403         76,827   

 

4


Item 8.01. Other Events.

On September 3, 2014, the Company filed a press release concerning the final certified voting results of the Annual Meeting, as reported to the Company by IVS. Such press release is attached hereto as Exhibit 99.1.

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.

 

3.1    Bob Evans Farms, Inc. Amended and Restated Certificate of Incorporation effective August 20, 2014    Filed Herewith
3.2    Bob Evans Farms, Inc. Amended and Restated By-laws effective August 20, 2014    Filed Herewith
99.1    Press Release issued by the Company regarding the Annual Stockholders Meeting Results dated September 3, 2014    Filed Herewith

 

5


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

 

   BOB EVANS FARMS, INC.
Date: September 3, 2014    By:   

/s/ Kevin C. O’Neil

      Kevin C. O’Neil, Vice President, Assoc. General
      Counsel and Asst. Corporate Secretary


Exhibit Index

 

3.1    Bob Evans Farms, Inc. Amended and Restated Certificate of Incorporation effective August 20, 2014    Filed Herewith
3.2    Bob Evans Farms, Inc. Amended and Restated By-laws effective August 20, 2014    Filed Herewith
99.1    Press Release issued by the Company regarding the Annual Stockholders Meeting Results dated September 3, 2014    Filed Herewith