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

May 17, 2017

Date of report (date of earliest event reported)

 

 

ADVANCEPIERRE FOODS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37826   26-3712208
(State of Incorporation)  

(Commission

file number)

  (I.R.S. Employer
Identification No.)

 

9987 Carver Road, Blue Ash, OH   45242
(Address of principal executive offices)   (Zip Code)

(800) 969-2747

(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 (see General Instruction A.2. below):

 

  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the previously disclosed transition plan of the President and Chief Executive Officer roles of AdvancePierre Foods Holdings, Inc. (the “Company”), John N. Simons, Jr. retired as a director of the Company effective at the Company’s Annual Meeting of Stockholders on May 17, 2017 (the “Annual Meeting”).

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on May 17, 2017 at which stockholders of the Company voted on five matters: the election of two Class I directors, the approval of the AdvancePierre Foods Holdings, Inc. Employee Stock Purchase Plan, a proposal to ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2017, an advisory (non-binding) vote on executive compensation (“say-on-pay”), and an advisory (non-binding) vote on the frequency of say-on-pay votes. The final voting results of each of these matters were as follows:

 

1. Election of Directors.

 

Nominee   For   Withheld  

Broker

Non-Votes

Stephen A. Kaplan

  48,889,335   19,553,595   3,696,269

Christopher D. Sliva

  68,389,157   53,773   3,696,269

 

2. Approval of the AdvancePierre Foods Holdings, Inc. Employee Stock Purchase Plan.

 

For   Against   Abstain  

Broker

Non-Votes

68,438,880

  3,739   311   3,696,269

 

3. Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 30, 2017.

 

For   Against   Abstain

72,133,888

  5,311   0

 

4. Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers.

 

For   Against   Abstain  

Broker

Non-Votes

67,872,255

  569,706   969   3,696,269

 

2


5. Vote, on an Advisory (Non-Binding) Basis, on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers.

 

1 Year   2 Years   3 Years   Abstain  

Broker

Non-Votes

66,188,421

  748   2,253,261   500   3,696,269

The Company has determined that it will continue to include an advisory vote on the compensation of the Company’s named executive officers in its proxy materials every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, which will occur no later than the Company’s 2023 Annual Meeting of Stockholders.

 

3


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 duly authorized.

Date: May 22, 2017

 

ADVANCEPIERRE FOODS HOLDINGS, INC.
By:  

/s/ Michael B. Sims

  Michael B. Sims
  Chief Financial Officer, Senior Vice President, and Treasurer