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, 2015

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. (the “Company”) held its Annual Meeting of Shareholders on May 28, 2015 (the “Meeting”). The matters voted upon at the Meeting included (i) the election of eight directors of the Company for the ensuing year; (ii) 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 (iii) the approval, on an advisory basis, of a resolution relating to 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 Abstentions Broker Non-Votes
  Jay Amato 46,748,190 465,978 0 7,657,802
  Margaret Shan Atkins 44,665,024 2,549,144 0 7,657,802
  Steven Bromley 46,078,632 1,135,536 0 7,657,802
  Michael Detlefsen 46,791,289 422,879 0 7,657,802
  Douglas Greene 46,733,304 480,864 0 7,657,802
  Katrina Houde 45,830,567 1,383,601 0 7,657,802
  Jeremy Kendall 45,023,520 2,190,648 0 7,657,802
  Alan Murray 46,706,303 507,865 0 7,657,802

2. Appointment of Independent Registered Public Accounting Firm

  Votes For Votes Against Abstentions Broker Non-Votes
  54,311,403 78,168 482,399                        0

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

  Votes For Votes Against Abstentions Broker Non-Votes
  45,456,530 1,665,125 92,513 7,657,802


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, Chief Financial Officer
   
Date: June 2, 2015