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):
January 18, 2011


RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Missouri
1-12619
43-1766315
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

800 Market Street, Suite 2900    Saint Louis, MO
63101
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
314-877-7000

___________________________________________________________________________________________________________
(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 (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))






 
 
 
 
 
Only the items indicated below are covered by this report.
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.

On January 18, 2011, Ralcorp Holdings, Inc. (the “Company”) held its annual meeting of shareholders.  The following three directors were elected for a term of three years, expiring at the annual meeting of shareholders to be held in 2014, or at such other time when their respective successors are elected:
 
 
Votes For
Votes Withheld
Kevin J. Hunt
46,834,868
457,152
David W. Kemper
42,069,866
5,222,154
David R. Wenzel
46,915,869
376,151

 
At the same meeting, the following director was elected for a term of two years, expiring at the annual meeting of shareholders to be held in 2013, or at such other time when his successor is elected:

 
Votes For
Votes Withheld
Benjamin O. Akande
46,873,275
418,745

 
At the same meeting, the following director was elected for a term of one year, expiring at the annual meeting of shareholders to be held in 2012, or at such other time when his successor is elected:

 
Votes For
Votes Withheld
Jonathan E. Baum
46,884,793
407,227

 
At the same meeting, PricewaterhouseCoopers LLP was appointed as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2011:


 
Votes For
Votes Against
Abstained
Ratification
49,227,963
632,421
40,459
 


 
SIGNATURES


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



 
RALCORP HOLDINGS, INC.
 
(Registrant)



Date:
January 21, 2011
By:          /s/T. G. Granneman
   
T. G. Granneman
   
Chief Accounting Officer