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 18, 2011 |
RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Missouri | 1-12619 | 43-1766315 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 800 Market Street, Suite 2900 Saint Louis, MO | 63101 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | 314-877-7000 |
___________________________________________________________________________________________________________
(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 (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))
Only the items indicated below are covered by this report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| On January 18, 2011, Ralcorp Holdings, Inc. (the “Company”) held its annual meeting of shareholders. The following three directors were elected for a term of three years, expiring at the annual meeting of shareholders to be held in 2014, or at such other time when their respective successors are elected: |
| Votes For | Votes Withheld | |
| Kevin J. Hunt | 46,834,868 | 457,152 |
| David W. Kemper | 42,069,866 | 5,222,154 |
| David R. Wenzel | 46,915,869 | 376,151 |
| At the same meeting, the following director was elected for a term of two years, expiring at the annual meeting of shareholders to be held in 2013, or at such other time when his successor is elected: |
| Votes For | Votes Withheld | |
| Benjamin O. Akande | 46,873,275 | 418,745 |
| At the same meeting, the following director was elected for a term of one year, expiring at the annual meeting of shareholders to be held in 2012, or at such other time when his successor is elected: |
| Votes For | Votes Withheld | |
| Jonathan E. Baum | 46,884,793 | 407,227 |
| At the same meeting, PricewaterhouseCoopers LLP was appointed as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2011: |
| Votes For | Votes Against | Abstained | |
| Ratification | 49,227,963 | 632,421 | 40,459 |
| SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RALCORP HOLDINGS, INC. | |
| (Registrant) |
| Date: | January 21, 2011 | By: /s/T. G. Granneman |
| T. G. Granneman | ||
| Chief Accounting Officer |