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
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Date of Report (Date of earliest event reported)
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May 25, 2011
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OVERHILL FARMS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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001-16699
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75-2590292
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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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2727 East Vernon Avenue, Vernon, California
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90058
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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
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(323) 582-9977
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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 5.07.
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Submission of Matters to a Vote of Security Holders
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Overhill Farms, Inc. (the “Company”) held its 2011 annual meeting of stockholders on May 25, 2011. There were 15,823,271 shares of the Company’s common stock outstanding on the record date (April 14, 2011) and entitled to vote at the meeting, with each share entitled to one vote per proposal.
Five nominees were presented for election and elected to the Company’s board of directors at the meeting. The results of the vote for the election of directors were as follows:
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Nominee
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For
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Withheld
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Broker Non-Vote
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James Rudis
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10,514,581 | 778,203 | 2,781,541 | |||||||||
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Harold Estes
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10,842,808 | 449,976 | 2,781,541 | |||||||||
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Geoffrey A. Gerard
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10,329,626 | 963,158 | 2,781,541 | |||||||||
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Alexander Auerbach
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8,282,769 | 3,010,015 | 2,781,541 | |||||||||
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Alexander Rodetis, Jr.
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10,869,589 | 423,195 | 2,781,541 | |||||||||
The holders of the Company's common stock were also asked to consider and vote upon a proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accountants to audit the Company’s financial statements for the Company’s fiscal year 2011. The results of the vote were as follows, and consequently the selection was ratified:
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For
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Against
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Abstain
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Broker Non-Vote
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Ernst & Young LLP
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13,660,922 | 383,864 | 29,539 | 0 | ||||||||||||
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.
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Date: May 27, 2011
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OVERHILL FARMS, INC | ||
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By:
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/s/
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Tracy E. Quinn | |
| Tracy E. Quinn, | |||
| Chief Financial Officer | |||