UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2012
Roundy’s, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 1-35422 | | 27- 2337996 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
875 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(Address of Principal executive offices, including Zip Code)
(414) 231-5000
(Registrant’s telephone number, including area code)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2012, the board of directors of Roundy’s, Inc. (the “Company”) elected Patrick J. Condon, age 63, as a director of the Company. Mr. Condon will serve as Chairman on the Audit Committee.
Mr. Condon will receive fees, and will participate in compensation plans, at levels consistent with the Company’s other directors and committee members. Mr. Condon was also granted $75,000 worth of restricted common stock upon his appointment. These shares of restricted stock will vest upon the first anniversary of the date of his appointment. The Company has not entered into or materially amended a material compensatory arrangement and has not otherwise granted or materially amended a material award in connection with this election.
A copy of the press release relating to the election of Mr. Condon is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events
On May 17, 2012, the board of directors of the Company declared a quarterly dividend of $0.23 per common share. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit 99.1 Press Release, dated May 17, 2012
Exhibit 99.2 Press Release, dated May 17, 2012
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.
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| | | ROUNDY’S, INC. |
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| | /s/ EDWARD G. KITZ |
| Date: May 17, 2012 | | Name: | | Edward G. Kitz |
| | Title: | | Corporate Secretary and Group Vice |
| | | | President — Legal, Risk and Treasury |
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Exhibit No. | | Description of Exhibit |
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| 99.1 | | Press Release, dated May 17, 2012 |
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| 99.2 | | Press Release, dated May 17, 2012 |
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