UNITED STATES
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 7, 2012 (May 3, 2012)
 

TRACTOR SUPPLY COMPANY
(Exact name of registrant as specified in its charter)

 
Delaware
000-23314
13-3139732
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
     
200 Powell Place, Brentwood, Tennessee
 
37027
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code:
(615) 440-4000
 
 
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 (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))

 
 
 

 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Stockholders of Tractor Supply Company (the “Company”) was held on May 3, 2012.  At the meeting, the stockholders elected each of the Company’s nominees for director to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified. In addition, at the meeting, the stockholders ratified the reappointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2012, and voted in favor of the compensation of the named executive officers of the Company, on an advisory and non-binding basis.
 
The voting results of the director elections, ratification of the reappointment of Ernst & Young LLP, and advisory vote on the compensation of the named executive officers, which were described in more detail in the definitive proxy statement relating to the 2012 Annual Meeting of Stockholders that the Company filed with the Securities and Exchange Commission on March 20, 2012, are set forth below.
 
(1)           Each director was elected by the following tabulation:

   
 
For
 
 
Withheld
 
 
Broker Non-Votes
James F. Wright
 
55,994,008
 
1,747,427
 
9,446,208
Johnston C. Adams
 
57,644,311
 
97,124
 
9,446,208
Peter D. Bewley
 
57,615,692
 
125,743
 
9,446,208
Jack C. Bingleman
 
57,627,286
 
114,149
 
9,446,208
Richard W. Frost
 
57,640,195
 
101,240
 
9,446,208
Cynthia T. Jamison
 
57,641,232
 
100,203
 
9,446,208
George MacKenzie
 
57,631,033
 
110,402
 
9,446,208
Edna K. Morris
 
57,651,240
 
90,195
 
9,446,208
 
(2)           Ratification of the reappointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 29, 2012 was approved by the following tabulation:
 
For
 
Withheld
 
Abstain
66,460,798
 
708,735
 
18,110
 
(3)           The compensation of the named executive officers of the Company was approved, on an advisory and non-binding basis by the following tabulation:

For
 
Against
 
Abstain
 
Broker Non-Votes
56,490,642
 
416,481
 
834,312
 
9,446,208


 
 

 
 
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.
 
       
   
Tractor Supply Company
       
May 7, 2012
 
By:
/s/ Anthony F. Crudele
     
Name: Anthony F. Crudele
     
Title: Executive Vice President - Chief Financial Officer and Treasurer