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)

July 26, 2012

FRED'S, INC.

(Exact name of registrant as specified in its charter)

Commission file number 001-14565

4300 New Getwell Road

Memphis, Tennessee 38118

(Address of Principal Executive Offices)

(901) 365-8880

(Registrant's telephone number, including area code)

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):

¨ 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

On July 26, 2012, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following six proposals:

Proposal 1. Election of the Directors

At the Annual Meeting of the Shareholders of Fred’s, Inc., held on July 26, 2012, Michael J. Hayes, John R. Eisenman, Roger T. Knox, Thomas H. Tashjian, B. Mary McNabb, Michael T. McMillan, Bruce A. Efird and Steven R. Fitzpatrick were elected as directors of the Company by vote of the shareholders. The results of the voting were as follows:

There were no abstentions and 2,299,995 broker non-votes with respect to this proposal.

Proposal 2.  Approve Selection of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of BDO USA, LLP as our registered public accounting firm for the fiscal year ending February 2, 2013. The results of the voting were as follows:

There were no broker non-votes with respect to this proposal.

Proposal 3. Approve the 2012 Long-Term Incentive Plan

The shareholders voted to approve the 2012 Long-Term Incentive Plan:

There were 2,299,995 broker non-votes with respect to this proposal.

Proposal 4. Advisory vote on Executive Compensation

The shareholders voted to approve, on a nonbinding, advisory basis, the compensation of our executive officers. The results of the voting were as follows:

There were 2,299,995 broker non-votes with respect to this proposal.

Proposal 5. Approval of the continued use of the Shareholders Rights Plan

The shareholders voted against the continued use of the Shareholders Rights Plan. The results of the voting were as follows:

There were 2,299,995 broker non-votes with respect to this proposal.

Proposal 6. Recommendation to nominate a corporate governance expert to the Board of Directors

The shareholders voted to recommend the nomination of a corporate governance expert to the Board of Directors. The results of the voting were as follows:

There were 2,299,995 broker non-votes with respect to this proposal.

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.