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): August 24, 2015 (August 19, 2015)

 

 

Bob Evans Farms, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-1667   31-4421866

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8111 Smiths Mill Road, New Albany, Ohio   43054
(Address of principal executive offices)   (Zip Code)

(614) 491-2225

(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 Bob Evans Farms, Inc. (“Company’s”) Annual Stockholders Meeting was held on August 19, 2015 at the Company’s headquarters in New Albany, Ohio. According to the final certified voting report produced by the inspectors of the election, 19,225,049 shares of the Company’s common stock, par value $.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 22,385,241 shares as of the record date for the Annual Meeting.

The stockholders voted on the following three proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) which was filed with the Securities and Exchange Commission on Schedule 14A and distributed to the Company’s stockholders on July 10, 2015.

 

    The election of ten directors to the Company’s Board of Directors, each to hold office until the Company’s 2016 Annual Meeting of Stockholders and a successor is elected and qualified (“Proposal 1”);

 

    The approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and

 

    The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Proposal 3”).

The final certified vote showed the following:

Proposal 1. The final certified voting results for the election of ten directors to the Company’s Board of Directors at the Annual Meeting are as follows:

 

Nominee

   Votes For      Votes Against      Votes Withheld  

Douglas N. Benham

     15,827,793         261,762         147,229   

Charles M. Elson

     15,810,792         278,362         147,630   

Mary Kay Haben

     15,915,836         178,144         142,804   

David W. Head

     15,848,226         238,766         149,792   

Kathleen S. Lane

     15,516,817         577,126         142,841   

Eileen A. Mallesch

     15,819,304         176,120         241,360   

Larry S. McWilliams

     15,915,302         170,911         150,571   

Kevin M. Sheehan

     15,469,306         620,789         146,689   

Michael F. Weinstein

     15,845,187         243,633         147,964   

Paul S. Williams

     15,901,291         183,320         152,173   

Each of these directors will serve a term that expires at our 2016 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.

Our stockholders also took the following actions on the other two proposals at the Annual Meeting:

Proposal 2. Approval on an advisory basis, of the compensation of the Company’s named executive officers, are as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

14,677,946   1,295,340   263,498   2,988,265


Proposal 3. Ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 29, 2016, are as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

18,820,476   240,956   163,617   Not Applicable

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Financial statements of business acquired. Not Applicable

 

  (b) Pro forma financial information. Not applicable

 

  (c) Shell company transactions. Not Applicable

 

  (d) Exhibits. None


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BOB EVANS FARMS, INC.
Date: August 24, 2015     By:  

/s/ Kevin C. O’Neil

      Kevin C. O’Neil, Vice President, Assoc. General Counsel and Asst. Corporate Secretary