Table of Contents
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 the earliest event reported): February 24, 2017
UNIFIED GROCERS, INC.
(Exact name of registrant as specified in its charter)
| California | 000-10815 | 95-0615250 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
5200 Sheila Street, Commerce, CA 90040
(Address of principal executive offices) (Zip Code)
(323) 264-5200
(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)) |
Table of Contents
| Item 5.07. Submission of Matters to a Vote of Security Holders | ||
| SIGNATURES |
Table of Contents
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Unified Grocers, Inc. held its annual meeting of shareholders on February 24, 2017. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The purpose of the annual meeting was to elect the Board of Directors for the ensuing year, to consider an advisory vote on executive compensation, and to consider an advisory vote on the frequency of the advisory vote on executive compensation.
The final results of the votes are:
| 1. | Election of directors to the Board of Directors. |
| Class A Directors |
Votes For | Withheld Authority |
||||||
| Bradley A. Alford |
82,600 | 8,400 | ||||||
| Louis A. Amen |
81,900 | 9,100 | ||||||
| John Berberian |
82,250 | 8,750 | ||||||
| Vache Fermanian |
82,600 | 8,400 | ||||||
| Richard E. Goodspeed |
82,600 | 8,400 | ||||||
| Paul Kapioski |
82,600 | 8,400 | ||||||
| Mark Kidd |
82,600 | 8,400 | ||||||
| John D. Lang |
82,600 | 8,400 | ||||||
| Roger M. Laverty |
82,250 | 8,750 | ||||||
| Jay T. McCormack |
81,900 | 9,100 | ||||||
| G. Robert McDougall |
82,600 | 8,400 | ||||||
| John Najjar |
82,600 | 8,400 | ||||||
| Gregory A. Saar |
82,600 | 8,400 | ||||||
| Thomas S. Sayles |
81,900 | 9,100 | ||||||
| Michael S. Trask |
82,600 | 8,400 | ||||||
| Kenneth Ray Tucker |
82,600 | 8,400 | ||||||
| Class B Directors |
Votes For | Withheld Authority |
||||||
| Oscar Gonzalez |
279,665 | 8,622 | ||||||
| Darioush Khaledi |
279,665 | 8,622 | ||||||
| Mimi R. Song |
279,665 | 8,622 | ||||||
| 2. | Approval, by a non-binding advisory vote, of executive compensation. |
| Votes For | Votes Against | Abstain | ||
| 53,200 | 20,650 | 17,500 |
| 3. | Approval, by a non-binding advisory vote, of the frequency of future advisory votes on executive compensation to be every three years. |
| Votes for 1 Year | Votes for 2 Year | Votes for 3 Year | Abstain | |||
| 29,400 | 3,500 | 42,000 | 16,800 |
Table of Contents
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.
| Date: March 1, 2017 | UNIFIED GROCERS, INC. | |||
| By | /s/ Mary M. Kasper | |||
| Mary M. Kasper | ||||
| Senior Vice President, General Counsel and Secretary | ||||