UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of Earliest Event Reported):
May 26, 2010
Commission file number: 001-33084
SUSSER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 01-0864257 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
4525 Ayers Street
Corpus Christi, Texas 78415
(Address of principal executive offices, including zip codes)
Registrant’s telephone number, including area code: (361) 884-2463
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 (17CFR 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 |
At the annual meeting of shareholders of Susser Holdings Corporation (the “Company”) held on May 26, 2010, the Company’s shareholders approved an amendment to the Company’s 2006 Equity Incentive Plan (the “Plan”) to permit a one-time option exchange program in which certain outstanding options could be exchanged for replacement options covering fewer shares with a lower exercise price and, for non-executive officers, shares of the Company’s restricted common stock. Details of the option exchange program were included in the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-33084) filed with the Securities and Exchange Commission on April 20, 2010.
The amendment to the Plan is attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to Vote of Security Holders |
The Company’s annual meeting of shareholders was held on May 26, 2010. Of the approximately 17,138,469 common shares outstanding on March 31, 2010, a total of 16,408,549 common shares were represented in person or by proxy. Results of votes with respect to proposals submitted at that meeting are as follows:
1. To elect two Class I directors to serve terms expiring at the 2013 annual meeting of shareholders.
| | | | | | |
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Armand S. Shapiro | | 14,592,326 | | 614,544 | | 1,201,679 |
Sam L. Susser | | 14,942,105 | | 264,765 | | 1,201,679 |
2. To consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2011.
| | | | | | | | |
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Appointment of Ernst & Young LLP | | 16,276,232 | | 123,787 | | 8,530 | | 0 |
3. To approve an amendment to the Company’s 2006 Equity Incentive Plan to permit a one-time option exchange program in which certain outstanding options are exchanged for replacement options covering fewer shares with a lower exercise price and shares of the Company’s restricted common stock.
| | | | | | | | |
| | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Approval of amendment to permit one-time option exchange program | | 10,162,236 | | 5,042,969 | | 1,665 | | 1,201,679 |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is filed herewith:
| | |
Exhibit
Number | | Exhibit Description |
| |
| 10.1 | | Amendment to the 2006 Equity Incentive Plan of Susser Holdings Corporation. |
3
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.
| | | | |
| | SUSSER HOLDINGS CORPORATION |
| | |
| Date: May 26, 2010 | | By: | | /S/ MARY E. SULLIVAN |
| | Name: | | Mary E. Sullivan |
| | Title: | | Executive Vice President and Chief Financial Officer |
