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): August 28, 2012
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
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Pennsylvania
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1-3385
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25-0542520
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(State of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1 PPG Place, Suite 3100
Pittsburgh, Pennsylvania
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15222
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(Address of principal executive offices)
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(Zip Code)
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412-456-5700
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Shareholders was held on August 28, 2012 in Pittsburgh, Pennsylvania. The matters voted on and the results of the vote were as follows:
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1.
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Our shareholders re-elected the following directors to each serve until the next Annual Meeting of Shareholders or until a successor is elected or qualified.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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William R. Johnson
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207,351,857 | 7,000,098 | 1,322,728 | 54,782,153 | |||||||||||||
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Charles E. Bunch
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206,478,923 | 8,116,362 | 1,079,398 | 54,782,153 | |||||||||||||
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Leonard S. Coleman, Jr.
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195,761,238 | 18,828,359 | 1,085,086 | 54,782,153 | |||||||||||||
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John G. Drosdick
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213,153,267 | 1,425,962 | 1,095,454 | 54,782,153 | |||||||||||||
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Edith E. Holiday
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192,289,469 | 22,308,067 | 1,077,147 | 54,782,153 | |||||||||||||
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Candace Kendle
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205,663,380 | 8,921,653 | 1,089,650 | 54,782,153 | |||||||||||||
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Dean R. O’Hare
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209,328,261 | 5,264,928 | 1,081,494 | 54,782,153 | |||||||||||||
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Nelson Peltz
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211,765,457 | 2,752,159 | 1,157,067 | 54,782,153 | |||||||||||||
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Dennis H. Reilley
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208,948,176 | 5,676,298 | 1,050,209 | 54,782,153 | |||||||||||||
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Lynn C. Swann
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212,615,831 | 1,888,738 | 1,170,114 | 54,782,153 | |||||||||||||
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Thomas J. Usher
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209,071,978 | 5,547,700 | 1,055,005 | 54,782,153 | |||||||||||||
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Michael F. Weinstein
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209,259,097 | 5,250,566 | 1,165,020 | 54,782,153 | |||||||||||||
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2.
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Our shareholders ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for Fiscal Year 2013.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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| 264,108,380 | 5,179,265 | 1,169,191 | 0 | ||||
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3.
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Our shareholders approved the H. J. Heinz Company Fiscal Year 2013 Stock Incentive Plan.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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| 200,243,963 | 13,477,668 | 1,952,508 | 54,782,697 | ||||
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4.
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Our shareholders re-approved the performance measures included in the H. J. Heinz Company Third Amended and Restated Fiscal Year 2003 Stock Incentive Plan.
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Number of Votes
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For
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Against
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Abstain
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Broker
Non-Votes
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| 204,558,385 | 8,973,469 | 2,141,765 | 54,783,217 | ||||
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 thereunto duly authorized.
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H.J. HEINZ COMPANY
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By:
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/s/ Theodore N. Bobby
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Theodore N. Bobby
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Executive Vice President,
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General Counsel and Corporate Secretary
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Dated: August 28, 2012