UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 22, 2013
BOULDER BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33595 | 20-2949397 | ||
|
(State or other jurisdiction Of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
115 West Century Road - Suite 260 Paramus, New Jersey |
07652 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (201) 568-9300
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.
(a)
On May 22, 2013, Boulder Brands, Inc. (the “Company”) held an annual meeting of its stockholders in order to vote on the proposals set forth below.
(b)
Proposal 1: To elect Stephen B. Hughes and James E. Lewis to the Board of Directors to serve a three-year term and until their successors have been elected and qualified. The votes on this proposal were cast as follows:
| Nominee: | Votes For: | Votes Withheld: | Broker Non-Votes: | |||||||||
| Stephen B. Hughes | 46,750,713 | 3,049,740 | 5,637,763 | |||||||||
| James E. Lewis | 43,276,870 | 6,523,583 | 5,637,763 | |||||||||
Therefore, in accordance with the voting results listed above Stephen B. Hughes and James E. Lewis were re-elected to the Board of Directors.
Proposal 2: To approve the advisory resolution on executive compensation, which is often referred to as a “say-on-pay” vote. The votes on this proposal were cast as follows:
| For: | 32,702,923 | |||
| Against: | 16,085,752 | |||
| Abstain: | 1,008,862 | |||
| Broker Non-Votes: | 5,637,763 |
Therefore, in accordance with the voting results listed above, Proposal 2 was approved by the stockholders of the Company.
Proposal 3: To ratify the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm for 2013. The votes on this proposal were cast as follows:
| For: | 54,535,194 | |||
| Against: | 589,554 | |||
| Abstain: | 310,552 | |||
| Broker Non-Votes: | 0 |
Therefore, in accordance with the voting results listed above, Proposal 3 was approved by the stockholders of the Company.
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.
| May 24, 2013 | BOULDER BRANDS, INC. | |
| (registrant) | ||
| By: | /s/ Christine Sacco | |
| Christine Sacco | ||
| Chief Financial Officer | ||