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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): April 27, 2011
CALAVO GROWERS, INC.
(Exact Name of Registrant as Specified in Charter)
California | 000-33385 | 33-0945304 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1141-A Cummings Road, Santa Paula, California 93060
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (805) 525-1245
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)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 27, 2011, we held the annual meeting of shareholders of Calavo Growers, Inc. at 15765
W. Telegraph Road, Santa Paula, California, 93060. At the meeting, the holders of our outstanding
common stock acted on the following matters:
(1) The shareholders voted on a cumulative basis and elected the following 13 directors, each
to serve for a term of one year. Each nominee received the following votes:
Votes | Votes | Broker | ||||||||||
Name of Nominee | For | Withheld | Non-Votes | |||||||||
Lecil E. Cole |
19,819,609 | 1,633,955 | 1,672,190 | |||||||||
George H. Barnes |
6,687,712 | 933,008 | 1,672,190 | |||||||||
Michael D. Hause |
6,706,523 | 913,478 | 1,672,190 | |||||||||
Donald M. Sanders |
8,628,678 | 1,844,125 | 1,672,190 | |||||||||
Marc L. Brown |
4,860,395 | 2,760,325 | 1,672,190 | |||||||||
Alva V. Snider |
6,702,694 | 1,000,187 | 1,672,190 | |||||||||
Scott Van Der Kar |
6,243,944 | 1,813,431 | 1,672,190 | |||||||||
J. Link Leavens |
9,642,367 | 1,813,431 | 1,672,190 | |||||||||
Dorcas H. McFarlane |
7,550,478 | 1,688,402 | 1,672,190 | |||||||||
John M. Hunt |
7,055,639 | 1,142,563 | 1,672,190 | |||||||||
Egidio Carbone, Jr. |
7,346,594 | 395,904 | 1,672,190 | |||||||||
Harold Edwards |
14,463,027 | 1,812,036 | 1,672,190 | |||||||||
Steven Hollister |
7,435,384 | 186,701 | 1,672,190 |
(2) The shareholders voted for the ratification of the appointment of Ernst & Young LLP as our
independent accountants for fiscal 2011. Votes cast were as follows:
For |
11,574,818 | |||
Against |
35,252 | |||
Abstain |
105,976 | |||
Broker Non-Votes |
39,356 |
(3) The shareholders voted for the approval of the Calavo Growers, Inc. 2011 Management Incentive
Plan. Votes cast were as follows:
For |
7,234,119 | |||
Against |
2,682,487 | |||
Abstain |
166,606 | |||
Broker Non-Votes |
1,672,190 |
(4) The shareholders voted on an advisory basis to approve the compensation of the executive
officers of Calavo Growers, Inc. as disclosed in the companys 2011 proxy statement. Votes cast
were as follows:
For |
9,403,663 | |||
Against |
467,431 | |||
Abstain |
212,118 | |||
Broker Non-Votes |
1,672,190 |
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(5) The shareholders voted on an advisory basis on the frequency of holding future shareholder
advisory votes on executive compensation. Votes cast were as follows:
Every 1 Year |
8,797,157 | |||
Every 2 Years |
107,167 | |||
Every 3 Years |
996,107 | |||
Abstain |
182,781 | |||
Broker Non-Votes |
1,672,190 |
Based upon the results of this shareholder advisory vote, the Board of Directors of Calavo
Growers, Inc. has determined to follow the stockholders recommendation and to include in future
proxy statements an annual shareholder advisory vote on the compensation of the companys executive
officers.
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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.
Calavo Growers, Inc. |
||||
May 2, 2011 | By: | /s/ Lecil E. Cole | ||
Lecil E. Cole | ||||
Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) | ||||
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