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): January 31, 2013
Penford Corporation
(Exact name of registrant as specified in its charter)
| Washington | 0-11488 | 91-1221360 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 7094 South Revere Parkway, Centennial, Colorado |
80112-3932 | |
| (Address of principal executive offices) | (Zip Code) |
303-649-1900
(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:
| ¨ | 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 |
The Penford Corporation Annual Meeting of Shareholders was held on January 31, 2013. A total of 11,493,003 shares was voted in person or by proxy at the meeting, representing 93.05% of the shares entitled to vote. The final voting results for proposals considered at the meeting, all of which are described in the Company’s 2013 Annual Meeting of Shareholders Proxy Statement, were as follows:
1. The Directors identified in the table below were each elected for a three-year term of office.
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Jeffrey T. Cook |
9,493,801 | 571,000 | 1,428,202 | |||||||||
| Thomas D. Malkoski |
9,437,166 | 627,635 | 1,428,202 | |||||||||
| Sally G. Narodick |
9,448,301 | 616,500 | 1,428,202 | |||||||||
2. Shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2013.
| For | Against | Abstained | ||||||||
| 11,437,178 | 46,353 | 9,472 | ||||||||
3. The compensation of the Company’s named executive officers was approved by shareholders in an advisory vote.
| For | Against | Abstained | Broker Non-Votes |
|||||||||||
| 9,582,882 | 344,331 | 137,588 | 1,428,202 | |||||||||||
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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 thereunto duly authorized.
| Penford Corporation | ||||||
| (Registrant) | ||||||
| February 4, 2013 | /s/ Christopher L. Lawlor | |||||
| Christopher L. Lawlor | ||||||
| Vice President – Human Resources, General Counsel and Secretary | ||||||
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