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): May 11, 2012
CARIBOU COFFEE COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 000-51535 | 41-1731219 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
3900 Lakebreeze Avenue, North, Brooklyn Center, MN | 55429 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 763-592-2200
Not Applicable
(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.
At the Annual Meeting of Shareholders of Caribou Coffee Company, Inc. (“the Company”) held on May 9, 2012, the shareholders elected seven directors nominated by the Board of Directors to serve until the 2013 Annual Meeting of Shareholders, approved the advisory resolution on executive compensation, voted to conduct future advisory votes on executive compensation annually, approved the Company’s Amended and Restated 2005 Equity Incentive Plan and ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2012.
The table below shows the results of the shareholders’ votes:
| Votes | Votes | Broker | ||||||||||||||||||
| Votes for | against | withheld | Abstentions | non-votes | ||||||||||||||||
Election of directors: | ||||||||||||||||||||
Kip R. Caffey | 14,714,261 | 702,790 | 3,939,968 | |||||||||||||||||
Sarah Palisi Chapin | 14,712,886 | 704,165 | 3,939,968 | |||||||||||||||||
Wallace B. Doolin | 14,713,578 | 703,473 | 3,939,968 | |||||||||||||||||
Gary A. Graves | 15,054,274 | 362,777 | 3,939,968 | |||||||||||||||||
Charles H. Ogburn | 14,212,978 | 1,204073 | 3,939,968 | |||||||||||||||||
Philip H. Sanford | 14,711,963 | 705,088 | 3,939,968 | |||||||||||||||||
Michael J. Tattersfield | 15,093,197 | 323,854 | 3,939,968 | |||||||||||||||||
Approval of the advisory resolution on executive compensation | 14,720,654 | 527,056 | 169,351 | 3,939,968 | ||||||||||||||||
Approval the Company’s Amended and Restated 2005 Equity Incentive Plan | 13,667,519 | 1,719,481 | 30,051 | 3,939,968 | ||||||||||||||||
Ratification of independent registered public accounting firm | 18,766,393 | 571,105 | 19,521 | |||||||||||||||||
| 1 year | 2 years | �� | 3 years | Abstentions | | Broker non-votes | | |||||||||||||
Advisory vote on the frequency of future advisory votes on executive compensation | 12,559,688 | 266,563 | 2,424,418 | 166,382 | ||||||||||||||||
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.
Date: May 11, 2012
| CARIBOU COFFEE COMPANY, INC. | ||
| By: | /s/ Dan E. Lee | |
| Dan E. Lee | ||
Senior Vice President, General Counsel and Secretary | ||