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) – May 19, 2011
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 0-24341 | 54-1865271 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3000 Atrium Way, suite 265 Mt. Laurel NJ |
08054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(856)-273-6980
(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:
| ¨ | 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 May 19, 2011, the Company held its annual meeting of stockholders to (i) elect seven members of the board of directors, (ii) ratify Ernst & Young as the Company’s independent public auditors for the year ending December 31, 2011, (iii) approve, through a non-binding advisory vote, the compensation paid to the Company’s named executive officers, (iv) approve, through a non-binding advisory vote, the frequency of the non-binding vote on the compensation paid to the Company’s named executive officers, and (v) approve a shareholder proposal regarding the adoption of a simple majority vote.
The following is a summary of the voting results for each matter presented to our stockholders:
Proposal 1: Our stockholders elected William V. Carey, David Bailey, N. Scott Fine, Marek Forysiak, Robert Koch, Markus Sieger and William Shanahan to be directors of the Company.
| For | Withheld | Abstain | Broker Non-Vote | |||||
| William V. Carey |
36,446,430 | 3,644,691 | - | - | ||||
| David Bailey |
38,959,602 | 1,131,519 | - | - | ||||
| Markus Sieger |
39,438,621 | 652,500 | - | - | ||||
| Marek Forysiak |
37,265,189 | 2,825,932 | - | - | ||||
| Robert Koch |
36,729,768 | 3,361,353 | - | - | ||||
| William Shanahan |
36,646,454 | 3,444,667 | - | - | ||||
| N. Scott Fine |
39,425,387 | 665,734 | - | - |
Proposal 2: Our stockholders ratified the appointment of Ernest & Young as our independent public auditor for the year ending December 31, 2011.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 45,651,498 | 93,563 | 150,529 | - |
Proposal 3: Our stockholders approved, through a non-binding advisory vote, the compensation paid to the Company’s named executive officers.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 29,477,321 | 2,985,013 | 7,628,786 | 5,804,470 |
Proposal 4: Our stockholders approved, through a non-binding advisory vote, the frequency of the non-binding vote on the compensation paid to the Company’s named executive officers.
| For One Year |
For Two Years |
For Three Years |
Abstain |
Broker Non-Vote | ||||
| 27,916,263 | 146,317 | 7,298,200 | 4,730,341 | 5,804,469 |
Proposal 5: Our stockholders approved a shareholder proposal regarding adoption of a simple majority vote.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 20,001,509 | 19,957,276 | 132,336 | 5,804,469 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTRAL EUROPEAN DISTRIBUTION CORPORATION | ||
| By: | /s/ Christopher Biedermann | |
| Christopher Biedermann | ||
| Vice President, Chief Financial Officer | ||
Date: May 20, 2011