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) – April 29, 2010
CENTRAL EUROPEAN DISTRIBUTION CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 0-24341 | 54-1865271 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania | 19004 | |
(Address of Principal Executive Offices) | (Zip Code) |
(610) 660-7817
(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:
¨ | 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 3.03. | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated by reference herein.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 29, 2010, the stockholders of Central European Distribution Corporation (the “Company”) approved an amendment to the Company’s Certificate of Incorporation, effective immediately, increasing the number of authorized shares of common stock of the Company from 80 million to 120 million. A copy of the Certificate of Amendment to the Company’s Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 29, 2010, the Company held its annual meeting of stockholders to (i) elect the eight members of the board of directors, (ii) ratify PricewaterhouseCoopers as the Company’s independent public auditors for the year ending December 31, 2010, and (iii) amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 120,000,000.
The following is a summary of the voting results for each matter presented to our stockholders:
Proposal 1: Our stockholders elected William V. Carey, David Bailey, N. Scott Fine, Marek Forysiak, Robert P. Koch, William Shanahan, Markus Sieger, and Sergey Kupriyanov to be directors of the Company.
Names | For | Withheld | Abstain | Broker Non-Vote | ||||
William V. Carey | 46,304,914 | 960,732 | 2,999,211 | 0 | ||||
David Bailey | 45,401,696 | 1,863,950 | 2,999,211 | 0 | ||||
N. Scott Fine | 45,591,521 | 1,674,125 | 2,999,211 | 0 | ||||
Marek Forysiak | 45,462,892 | 1,802,754 | 2,999,211 | 0 | ||||
Robert P. Koch | 45,452,816 | 1,812,830 | 2,999,211 | 0 | ||||
William Shanahan | 45,603,680 | 1,661,966 | 2,999,211 | 0 | ||||
Markus Sieger | 45,424,122 | 1,841,524 | 2,999,211 | 0 | ||||
Sergey Kupriyanov | 45,582,393 | 1,683,253 | 2,999,211 | 0 |
Proposal 2: Our stockholders ratified the appointment of PriceWaterhouseCoopers as our independent public auditor for the year ending December 31, 2010.
For | Against | Abstain | Broker Non-Vote | |||
50,121,434 | 79,737 | 31,402 | 32,284 |
Proposal 3: Our stockholders approved the amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 120,000,000.
For | Against | Abstain | Broker Non-Vote | |||
47,301,500 | 2,878,936 | 52,133 | 32,288 |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTRAL EUROPEAN DISTRIBUTION CORPORATION | ||
By: | /s/ Christopher Biedermann | |
Christopher Biedermann | ||
Vice President, Chief Financial Officer |
Date: April 30, 2010
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Certificate of Amendment to the Company’s Certificate of Incorporation. |