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 24, 2015 (August 19, 2015)
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
(Registrants 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 5.07 | Submission of Matters to a Vote of Security Holders. |
The Bob Evans Farms, Inc. (Companys) Annual Stockholders Meeting was held on August 19, 2015 at the Companys headquarters in New Albany, Ohio. According to the final certified voting report produced by the inspectors of the election, 19,225,049 shares of the Companys common stock, par value $.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 22,385,241 shares as of the record date for the Annual Meeting.
The stockholders voted on the following three proposals at the Annual Meeting. The proposals are described in detail in the Companys definitive proxy statement for the Annual Meeting (the Proxy Statement) which was filed with the Securities and Exchange Commission on Schedule 14A and distributed to the Companys stockholders on July 10, 2015.
| The election of ten directors to the Companys Board of Directors, each to hold office until the Companys 2016 Annual Meeting of Stockholders and a successor is elected and qualified (Proposal 1); |
| The approval, on an advisory basis, of the compensation of the Companys named executive officers (Proposal 2); and |
| The ratification of the selection of Ernst & Young LLP as the Companys independent registered public accounting firm (Proposal 3). |
The final certified vote showed the following:
Proposal 1. The final certified voting results for the election of ten directors to the Companys Board of Directors at the Annual Meeting are as follows:
Nominee |
Votes For | Votes Against | Votes Withheld | |||||||||
Douglas N. Benham |
15,827,793 | 261,762 | 147,229 | |||||||||
Charles M. Elson |
15,810,792 | 278,362 | 147,630 | |||||||||
Mary Kay Haben |
15,915,836 | 178,144 | 142,804 | |||||||||
David W. Head |
15,848,226 | 238,766 | 149,792 | |||||||||
Kathleen S. Lane |
15,516,817 | 577,126 | 142,841 | |||||||||
Eileen A. Mallesch |
15,819,304 | 176,120 | 241,360 | |||||||||
Larry S. McWilliams |
15,915,302 | 170,911 | 150,571 | |||||||||
Kevin M. Sheehan |
15,469,306 | 620,789 | 146,689 | |||||||||
Michael F. Weinstein |
15,845,187 | 243,633 | 147,964 | |||||||||
Paul S. Williams |
15,901,291 | 183,320 | 152,173 |
Each of these directors will serve a term that expires at our 2016 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.
Our stockholders also took the following actions on the other two proposals at the Annual Meeting:
Proposal 2. Approval on an advisory basis, of the compensation of the Companys named executive officers, are as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
14,677,946 | 1,295,340 | 263,498 | 2,988,265 |
Proposal 3. Ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 29, 2016, are as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
18,820,476 | 240,956 | 163,617 | Not Applicable |
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. None |
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: August 24, 2015 | By: | /s/ Kevin C. ONeil | ||||
Kevin C. ONeil, Vice President, Assoc. General Counsel and Asst. Corporate Secretary |