UNITED STATES

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 10, 2012

 

INTERLINE BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE

(State or other jurisdiction of incorporation)

 

001-32380

 

03-0542659

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

701 San Marco Boulevard, Jacksonville, Florida

 

32207

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (904) 421-1400

 

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

 

On May 10, 2012, Interline Brands, Inc. (“Interline” or the “Company”) held its 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”) in Jacksonville, Florida. As of March 12, 2012, the record date for the 2012 Annual Meeting, there were 31,823,789 shares of common stock outstanding and entitled to vote. At the 2012 Annual Meeting, there were 31,047,532 shares present in person or by proxy, which constitutes approximately 97.6 percent of the shares entitled to vote; therefore, a quorum was present. The following is a brief description of each matter voted upon at the 2012 Annual Meeting and the result as to each proposal:

 

(1)          Votes regarding the election of the persons named below as the Class II members of the Board of Directors for a term of three years each were as follows:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Barry J. Goldstein

 

29,891,476

 

778,752

 

377,304

 

Drew T. Sawyer

 

29,894,201

 

776,027

 

377,304

 

 

Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term of three years each expiring at the Annual Meeting of Shareholders in 2015 or until their respective successors are elected and qualified.

 

(2)          Votes regarding the proposal to approve the compensation for the Company’s named executive officers as presented in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures contained in the Company’s proxy statement on a non-binding, advisory basis, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

29,901,043

 

754,152

 

15,033

 

377,304

 

 

(3)          Votes regarding the proposal to approve the 2012 Executive Cash Incentive Plan of the Company, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

30,203,066

 

465,819

 

1,343

 

377,304

 

 

Based on the votes set forth above, the 2012 Executive Cash Incentive Plan of the Company was approved.

 

(4)          Votes regarding the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2012, were as follows:

 

For

 

Against

 

Abstain

 

31,004,492

 

42,040

 

1,000

 

 

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2012 was duly ratified by our shareholders.

 

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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.

 

 

INTERLINE BRANDS, INC.

 

 

 

 

 

 

 

By:

 /s/ Michael Agliata

 

 

Name: Michael Agliata

 

 

Title: Vice President, General Counsel and Secretary

 

 

 

Date: May 11, 2012

 

 

 

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