UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
ý
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 10, 2014

Commission File Number 001-35844
___________________________________
Pinnacle Foods Inc.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
 
35-2215019
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
399 Jefferson Road
Parsippany, New Jersey
 
07054
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (973) 541-6620
_________________

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.

On June 10, 2014, the Company held its 2014 Annual Meeting. A quorum was present at the meeting, as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstentions votes and broker non-votes, with respect to each matter voted upon by the shareholders.


Proposal 1 - Election of Directors
The following three individuals were elected to the Board of Directors to serve as directors for a term expiring in 2017 and until their successors have been duly elected and qualified.

 
Votes
For
 
Votes
Withheld
 
Broker
Non-Votes
Jane Nielsen
103,535,394

 
1,506,198

 
6,370,220

Jeff Overly
82,434,197

 
22,607,395

 
6,370,220

Raymond P. Silcock
103,546,226

 
1,495,366

 
6,370,220



Proposal 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2014
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2014 was ratified.

Votes
For
 
Votes
Against
 
Votes
Abstained
111,336,797

 
51,173

 
23,842



Proposal 3 - Non-binding Vote on Executive Compensation
The shareholders approved, on an advisory, non-binding basis, the compensation paid to our named executive officers.

Votes
For
 
Votes
Against
 
Votes
Abstained
 
Broker
Non-Votes
104,356,206

 
645,178

 
40,208

 
6,370,220


Proposal 4 - Non-binding Vote on the Frequency of Future Votes on Executive Compensation
The shareholders approved, on an advisory, non-binding basis, the holding of an advisory vote on executive compensation every year.

Every
Year
 
Every
2 Years
 
Every
3 Years
 
Votes
Abstained
 
Broker
Non-Votes
100,374,986

 
1,564,549

 
3,040,547

 
61,510

 
6,370,220










In light of the voting results with respect to the frequency of holding a non-binding, advisory vote on executive compensation, the Board of Directors has determined that the Company will hold future non-binding, advisory votes of shareholders to approve the compensation of the named executive officers on an annual basis until the next non-binding, advisory shareholder vote on the frequency of shareholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes.


 






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 thereto duly authorized.

PINNACLE FOODS INC.

 
By:
/s/ CRAIG STEENECK
 
 
 
 
Name:    
Craig Steeneck
 
Title:
Executive Vice President and Chief Financial Officer
 
Date:
June 11, 2014