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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 9, 2011
DIAMOND FOODS, INC.
| Delaware | 000-51439 | 20-2556965 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 600 Montgomery Street, 17th Floor San Francisco, California |
94111 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 445-7444
N/A
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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| Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | ||||||||
| SIGNATURE | ||||||||
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On March 8, 2011, Diamond Foods, Inc. announced that Dennis Mussell retired as a
member of the Board of Directors and the Audit Committee in order to devote more time
to his personal interests. As a result of Mr. Mussell’s retirement, on March 9, 2011,
Nasdaq delivered a letter to Diamond stating that the company will be required to fill the
vacancy in the Audit Committee pursuant to the audit committee composition
requirement of Listing Rule 5605(c)(2). As noted in the letter from Nasdaq, Listing Rule
5605(c)(4) allows the company to fill the vacancy by no later than the company’s next
annual shareholders meeting or March 4, 2012 (provided that if the company’ holds its
next annual shareholders meeting before August 31, 2011, then the vacancy must be
filled by August 31, 2011).
On March 14, 2011, the Board of Directors of Diamond appointed one of its current
independent directors, Glen Warren, to the Audit Committee effective immediately. On
March 15, 2011, Nasdaq delivered a letter to Diamond stating that
the appointment of Mr. Warren to the Audit Committee meets the
audit committee composition requirements contained in Listing Rule
5605(c)(2), and that the matter is now closed.
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SIGNATURE
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.
| DIAMOND FOODS, INC. |
||||
| Date: March 15, 2011 | By: | /s/ Stephen Kim | ||
| Name: | Stephen Kim | |||
| Title: | Sr. Vice President, General Counsel & Human Resources | |||
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