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 3, 2012

 

 

SUNOCO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   1-6841   23-1743282

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. employer

identification number)

1818 Market Street, Suite 1500, Philadelphia, PA   19103
(Address of principal executive offices)   (Zip Code)

(215) 977-3000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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.

The Annual Meeting of the Company’s shareholders was held on May 3, 2012. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to the Board’s solicitations. At this meeting, the shareholders were requested to: (1) elect a Board of Directors; (2) ratify the appointment of the independent registered public accounting firm for the fiscal year 2012; (3) vote on an advisory resolution on executive compensation; and (4) vote on a shareholder proposal regarding equity awards, all of which were described in the proxy statement. The following actions were taken by the Company’s shareholders with respect to each of the foregoing items:

 

  1. The election of a Board of Directors. All of the nominees for director were elected. The table below sets forth the voting results for each director.

 

Name    Votes For      Votes
Withheld
     Broker
Non-Votes
 

I. C. Britt

     73,323,246         861,229         12,143,812   

C. C. Casciato

     71,380,624         2,803,851         12,143,812   

W. H. Easter, III

     73,314,782         869,693         12,143,812   

G. W. Edwards

     73,307,694         875,897         12,143,812   

U. O. Fairbairn

     72,735,475         1,449,000         12,143,812   

J. P. Jones, III

     71,467,134         2,717,341         12,143,812   

J. G. Kaiser

     73,095,261         1,089,214         12,143,812   

B. P. MacDonald

     71,846,154         2,338,321         12,143,812   

J. K. Wulff

     64,111,512         10,072,963         12,143,812   

 

- 2 -


  2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2012. The voting results were as follows. There were no broker non-votes.

 

For

 

Against

 

Abstain

   

 

84,919,578

  1,262,944   146,436  

 

  3. An advisory vote on executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

69,161,001

  4,572,248   451,702   12,144,007

 

  4. A shareholder proposal regarding equity awards.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

30,642,874

  40,030,104   3,512,168   12,143,812

 

- 3 -


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.

 

  SUNOCO, INC.
  (Registrant)
Date: May 8, 2012   By:  

/s/ Stacy L. Fox

    Stacy L. Fox
    Senior Vice President, General Counsel and Corporate Secretary