UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934

Date of Report (Date of Earliest Event Reported):
May 24, 2012

Commission file number: 001-33084
SUSSER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
01-0864257
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
4525 Ayers Street
Corpus Christi, Texas 78415
(Address of principal executive offices, including zip codes)
Registrant’s telephone number, including area code: (361) 884-2463
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:
o    Written communications pursuant to Rule 425 under the Securities Act (17CFR 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 Vote of Security Holders
The Company's annual meeting of shareholders was held on May 24, 2012. Of the approximately 20,954,779 common shares outstanding on the record date, a total of 19,505,779 common shares were represented in person or by proxy. Results of votes with respect to proposals submitted at that meeting are as follows:

1.    To elect three Class III directors to serve terms expiring at the 2015 annual meeting of shareholders.

Name
Votes For
 
Votes Withheld
 
Broker Non-Votes
Bruce W. Krysiak
17,133,516
 
591,164
 
1,781,099
Sam J. Susser
17,160,823
 
563,857
 
1,781,099
David P. Engel
17,177,043
 
547,637
 
1,781,099

2.    To consider and act upon a proposal to approve (on an advisory basis) the Company's 2011 executive compensation program.

 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Approval of 2011 Executive Compensation Program
17,381,814
 
325,192
 
17,674
 
1,781,099


3.    To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2012 fiscal year.

 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Appointment of Ernst & Young LLP
19,383,025
 
91,766
 
30,988
 



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.
 
 
SUSSER HOLDINGS CORPORATION
 
 
 
Date: May 31, 2012
By:
/s/ Mary E. Sullivan
 
Name:
Mary E. Sullivan
 
Title:
Executive Vice President and Chief Financial Officer