Washington, D.C.  20549


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  (Date of earliest event reported): January 29, 2013

Rock-Tenn Company
(Exact name of registrant as specified in charter)





(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

504 Thrasher Street, Norcross, Georgia



(Address of principal executive offices)

(Zip Code)

(770) 448-2193
(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:

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

(a)  Annual Meeting of Shareholders

The Company held its annual meeting of shareholders on January 25, 2013 at which we submitted the following matters to a vote of our shareholders:

(b) Election of Directors

Votes cast for or withheld regarding three individuals nominated for election to serve on our board of directors for a term expiring in 2016 were as follows:

For   Withheld   Broker Non- Vote
G. Stephen Felker 56,820,000 2,626,125 4,155,417
Lawrence L. Gellerstedt III 57,153,787 2,292,338 4,155,417
John W. Spiegel 57,148,542 2,297,583 4,155,417

Additional directors, whose term of office as directors continued after the meeting, are as follows:

Term expiring in 2014   Term expiring in 2015
J. Powell Brown Timothy J. Bernlohr
Robert M. Chapman James A. Rubright
Terrell K. Crews Bettina M. Whyte
Russell M. Currey

(c) Other Matters

Votes cast for or against, as well as the number of abstentions and broker non-votes regarding each other matter voted upon at the meeting, were as follows:

  For   Against   Abstain   Broker Non-


Adopt and approve the amended and restated Annual Executive Bonus Program to amend and restate Rock-Tenn Company’s current Annual Executive Bonus Program primarily to incorporate the same business criteria for performance goals for the program’s participants as the business criteria for performance goals that are set forth in the Rock-Tenn Company Amended and Restated 2004 Incentive Stock Plan and to increase the maximum bonus amount that a participant may receive for any fiscal year 58,192,053 1,118,938 135,134 4,155,417

Ratify the Appointment of Ernst & Young LLP to serve as Independent Registered Public Accounting Firm

63,063,466 516,091 21,985 0
Advisory vote on executive compensation 51,579,787 7,487,506 378,832 4,155,417
Vote on shareholder proposal 50,891,147 8,152,338 402,640 4,155,417


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.









January 29, 2013


/s/ Robert B. McIntosh

Robert B. McIntosh

Executive Vice-President, General Counsel

And Secretary