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)
June
16, 2010
FRED'S,
INC.
(Exact
name of registrant as specified in its charter)
TENNESSEE
|
62-0634010
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification Number)
|
Commission
file number 001-14565
4300
New Getwell Road
Memphis, Tennessee
38118
(Address
of Principal Executive Offices)
(901)
365-8880
(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 (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
On June
16, 2010, the Company held its Annual Meeting of Shareholders at which the
Company’s shareholders considered and voted on the following three
proposals:
Proposal 1. Election of the
Directors
At the
Annual Meeting of the Shareholders of FRED’S, Inc., held on June 16, 2010,
Michael J. Hayes, John R. Eisenman, Roger T. Knox, Thomas H. Tashjian, B. Mary
McNabb, Michael T. McMillan and Bruce Efird were elected as directors of the
Company by vote of the shareholders. The results of the voting were
as follows:
Election
of Directors:
|
For
|
Withheld
|
||||||
Michael
J. Hayes
|
10,560,903 | 23,601,850 | ||||||
John
R. Eisenman
|
9,873,639 | 24,289,114 | ||||||
Roger
T. Knox
|
9,982,825 | 24,179,928 | ||||||
Thomas
H. Tashjian
|
9,881,416 | 24,281,337 | ||||||
B.
Mary McNabb
|
9,876,362 | 24,286,391 | ||||||
Michael
T. McMillan
|
9,880,719 | 24,282,034 | ||||||
Bruce
A. Efird
|
13,862,395 | 20,300,358 |
There were no abstentions or
broker non-votes with respect to the election of directors.
Proposal
2. Approve Selection of Independent Registered Public Accounting
Firm
The
shareholders voted to ratify the appointment of BDO Seidman, LLP as our
registered public accounting firm for the fiscal year ending January 29,
2011. The results of the voting were as follows:
For
|
Against
|
Abstain
|
||
36,507,044
|
29,598
|
315,694
|
There were no broker non-votes
with respect to this proposal.
Proposal 3. Stockholder
Proposal Regarding Vendor Code of Conduct and Corporate Standards for Human
Rights
The
shareholders voted upon and rejected a shareholder proposal regarding
supplementing the Company’s Vendor Code of Conduct and Corporate Standards for
Human Rights.
The
results of the voting were as follows:
For
|
Against
|
Abstain
|
Broker
Non-Vote
|
|||
2,328,853
|
28,119,429
|
3,714,463
|
2,689,591
|
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.
Date:
June 21, 2010
|
FRED’S, Inc.
|
(Registrant)
|
|
/s/ Jerry A. Shore
|
|
Jerry A Shore
|
|
Executive
Vice President and Chief Financial
Officer
|