UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 25, 2013
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 000-51439 | | 20-2556965 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
600 Montgomery Street, 13th Floor San Francisco, California | | 94111 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (415) 445-7444
600 Montgomery Street, 13th Floor, San Francisco, California 94111
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on June 25, 2013, Andrew P. Burke, Executive Vice President, Chief Marketing Officer of Diamond Foods, Inc. (“Company” or “Diamond”) tendered his resignation from all positions with the Company, effective August 12, 2013. On June 28, 2013, Diamond entered into a separation and release letter agreement with Mr. Burke, under which Mr. Burke released Diamond from any claims he might have and Diamond agreed to provide Mr. Burke with severance payments totaling $350,000, which is equivalent to twelve months of his current base salary (less applicable state and federal withholdings). Under the agreement, Mr. Burke is entitled to receive a bonus for fiscal year 2013, based on his performance and to be paid out in November 2013, and twelve months of COBRA health coverage provided by Diamond. A copy of the release and separation agreement is attached as an exhibit to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Separation and Release Letter Agreement with Andrew P. Burke |
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SIGNATURE
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 hereunto duly authorized.
| | | | | | |
| | | | DIAMOND FOODS, INC. |
| | | |
Date: July 1, 2013 | | | | By: | | /s/ Stephen E. Kim |
| | | | | | Name: Stephen E. Kim |
| | | | | | Title: Senior Vice President, General Counsel |
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