Attached files
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| EX-99.1 - BOULDER BRANDS, INC. | v222515_ex99-1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 11, 2011
SMART BALANCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33595
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20-2949397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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115 West Century Road - Suite 260
Paramus, New Jersey
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07652
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number including area code: (201) 568-9300
Not Applicable
(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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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(a)
On May 11, 2011, Smart Balance, Inc. (the “Company”) held an annual meeting of its stockholders in order to vote on the proposals set forth below.
(b)
Proposal 1: To elect William E. Hooper, Gerald J. Laber and James B. Leighton to the Board of Directors to serve a three-year term and until their successors have been elected and qualified. The votes on this proposal were cast as follows:
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Nominee:
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Votes For:
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Votes Withheld:
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Broker Non-Votes:
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William E. Hooper
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44,960,207
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2,090,053
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9,595,551
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Gerald J. Laber
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45,050,467
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1,999,793
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9,595,551
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James B. Leighton
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45,104,357
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1,945,903
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9,595,551
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Therefore, in accordance with the voting results listed above William E. Hooper, Gerald J. Laber and James B. Leighton were re-elected to the Board of Directors.
Proposal 2: To approve the advisory resolution on executive compensation, which is commonly referred to as a “say-on-pay” vote. The votes on this proposal were cast as follows:
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For:
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42,070,398
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Against:
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2,076,148
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Abstain:
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2,903,714
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Broker Non-Votes:
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9,595,551
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Therefore, in accordance with the voting results listed above, Proposal 2 was approved by the stockholders of the Company.
Proposal 3: To provide an advisory vote on the frequency of holding future advisory votes on executive compensation, which are commonly referred to as “say-on-pay” votes. The votes on this proposal were cast as follows:
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One Year:
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39,921,523
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Two Years:
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205,636
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Three Years:
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5,209,102
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Abstain:
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1,713,998
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Broker Non-Votes:
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9,595,551
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Therefore, in accordance with the voting results listed above, “One Year” was approved by the stockholders of the Company.
Proposal 4: To ratify the appointment of Ehrhardt Keefe Steiner & Hottman PC as the Company’s independent registered public accounting firm for 2011. The votes on this proposal were cast as follows:
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For:
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55,997,198
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Against:
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159,881
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Abstain:
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488,732
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Broker Non-Votes:
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9,595,551
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Therefore, in accordance with the voting results listed above, Proposal 4 was approved by the stockholders of the Company.
(d)
In light of the results of the advisory vote on the frequency of future say-on-pay votes, our Board of Directors has determined that the Company will hold an advisory say-on-pay vote annually. Our Board of Directors may reevaluate this determination after the next stockholder advisory vote on the frequency of say on pay votes.
Item 8.01. Other Events.
On May 13, 2011, the Company issued a press release announcing the results of its annual meeting of stockholders. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Press Release, dated May 13, 2011, issued by Smart Balance, Inc.
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.
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May 13, 2011
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SMART BALANCE, INC.
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(registrant)
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By:
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/s/ Alan S. Gever
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Alan S. Gever
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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| 99.1 |
Press Release, dated May 13, 2011, issued by Smart Balance, Inc.
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