UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):May 20, 2015 (May 19, 2015)
BOULDER BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33595 | 20-2949397 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1600 Pearl Street --- Suite 300 Boulder, Colorado | 80302 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (303) 652-0521
| N/A |
| (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.
(a) On May 19, 2015, Boulder Brands, Inc. (the “Company”) held its 2015 annual meeting of stockholders to vote on the proposals set forth below.
(b)
Proposal 1: To elect director nominees R. Dean Hollis and Thomas K. McInerney to serve a three-year term and until their successors have been elected and qualified. The votes on this proposal were cast as follows:
| NOMINEE | VOTES |
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| R. Dean Hollis | 49,279,321 | 862,803 | 69,405 | 7,684,453 | ||||||||||||
| Thomas K. McInerney | 40,763,939 | 9,376,710 | 70,880 | 7,684,453 | ||||||||||||
Therefore, in accordance with the voting results listed above, R. Dean Hollis and Thomas K. McInerney were re-elected as directors of the Company.
Proposal 2: To approve, on an advisory basis, the Company’s named executive officer compensation, which is often referred to as a “say-on-pay” vote. The votes on this proposal were cast as follows:
| For: | 41,532,691 | |||
| Against: | 8,550,920 | |||
| Abstain: | 127,918 | |||
| Broker Non-Votes: | 7,684,453 |
Therefore, in accordance with the voting results listed above, Proposal 2 was approved by the stockholders of the Company.
Proposal 3: To approve the Boulder Brands, Inc. Third Amended and Restated Stock and Awards Plan. The votes on this proposal were cast as follows:
| For: | 30,607,554 | |||
| Against: | 19,486,629 | |||
| Abstain: | 117,346 | |||
| Broker Non-Votes: | 7,684,453 |
Therefore, in accordance with the voting results listed above, Proposal 3 was approved by the stockholders of the Company.
Proposal 4: To approve the Second Amended and Restated Boulder Brands, Inc. Financial Performance Incentive Program. The votes on this proposal were cast as follows:
| For: | 46,467,316 | |||
| Against: | 3,629,771 | |||
| Abstain: | 114,442 | |||
| Broker Non-Votes: | 7,684,453 |
Therefore, in accordance with the voting results listed above, Proposal 4 was approved by the stockholders of the Company.
Proposal 5: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015. The votes on this proposal were cast as follows:
| For: | 57,733,937 | |||
| Against: | 133,449 | |||
| Abstain: | 28,596 | |||
| Broker Non-Votes: | 0 |
Therefore, in accordance with the voting results listed above, Proposal 5 was approved by the stockholders of the Company.
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 hereunto duly authorized.
| May 20, 2015 | BOULDER BRANDS, INC. | |
| (registrant) | ||
| By: | /s/ Christine Sacco | |
| Christine Sacco | ||
| Chief Financial Officer | ||