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
 
September 10, 2012
Date of Report (Date of earliest event reported)
 

Annie’s, Inc.
(Exact name of registrant as specified in its charter)
 


 
         
Delaware
 
001-35470
 
20-1266625
 
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File No.)
 
(I.R.S. employer
identification number)
1610 Fifth Street
Berkeley, CA 94710
(Address of principal executive offices, including zip code)
 
(510) 558-7500
(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 obligations of the registrant under any of the following provisions:
 
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 September 10, 2012, Annie’s, Inc. (the “Company”) held its 2012 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the following proposals were submitted to a vote of the stockholders of the Company: (i) the election of two directors to hold office for a three-year term and until his or her successor, as applicable, is duly elected and qualified (“Proposal No. 1”); (ii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2013 (“Proposal No. 2”); (iii) the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers disclosed in the Definitive Proxy Statement filed with the Securities and Exchange Commission on July 27, 2012 (the “Proxy Statement”), a so-called “Say-on-Pay” proposal (“Proposal No. 3”); and (iv) a non-binding, advisory vote on the frequency of holding a “Say-On-Pay” vote, a so-called “Say-When-on-Pay” proposal, every one, two or three years (“Proposal No. 4”).  A quorum was present at the Annual Meeting, consisting of a total of 16,431,871 shares of voting stock of the Company, representing 96.32% of the Company’s issued and outstanding voting securities which were represented in person or by proxy. The final results of the voting on such proposals are set forth below:
 
Proposal No. 1
 
Each of David A. Behnke and Julie D. Klapstein were elected to serve as directors until the 2015 annual meeting of stockholders and until his or her successor, as applicable, is duly elected and qualified. The results of Proposal No. 1 are as follows:
 
Director Nominee
For
Withheld
Broker Non-Votes
Percentage “For”1
David A. Behnke
14,713,797
23,029
1,695,045
99.84%
Julie D. Klapstein
14,713,647
23,179
1,695,045
99.84%

 
Proposal No. 2
 
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2013.  The results of Proposal No. 2 are as follows:
 
For
Against
Abstain
Broker Non-Votes
Percentage “For”1
16,407,454
17,380
7,037
-
99.85%

 
Proposal No. 3
 
The stockholders ratified the compensation of the Company’s “named executive officers” as set forth in the Proxy Statement.  The results of Proposal No. 3 are as follows:
 
For
Against
Abstain
Broker Non-Votes
Percentage “For”1
14,696,482
29,810
10,534
1,695,045
99.73%

 

 
 

 

Proposal No. 4
 
The stockholders approved holding a “Say-On-Pay” vote on the Company’s executive compensation every year.  The results of Proposal No. 4 are as follows:
 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
Percentage “One Year”1
14,267,166
20,186
438,338
11,136
1,695,045
96.81%

1 Represents the percentage of votes cast "For" or for "One Year," as applicable, out of all votes cast on the 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.
 
             
       
Annie’s, Inc.
 
       
Date: September 11, 2012
     
By:
 
/s/ Kelly J. Kennedy
           
 
Kelly J. Kennedy
 
           
Chief Financial Officer