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): June 8, 2011
CHECKPOINT SYSTEMS, INC.
(Exact name of Registrant as specified in its Articles of Incorporation)
| | Pennsylvania | | 22-1895850 | |
| | (State of Incorporation) | | (IRS Employer Identification No.) | |
| | One Commerce Sq., 2005 Market St., Suite 2410, Philadelphia, PA | | 19103 | |
| | (Address of principal executive offices) | | (Zip Code) | |
| | 856-848-1800 | |
| | (Registrant’s telephone number, including area code) | |
N/A
(Former name or 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 (see General Instruction A.2. below): [ ] 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 |
On June 8, 2011, Checkpoint Systems, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”). The purpose of the meeting was to consider and vote upon proposals to directors and one director who was nominated for election as a Class III director for three-year terms; (ii) to approve by non-binding vote the fiscal 2010 compensation of the named executive officers of the Company; (iii) to vote on, by non-binding vote, how frequently the shareholders of the Company should be provided with a non-binding advisory vote regarding the compensation of the named executive officers of the Company; and (iv) to ratify the appointment of the Company's independent registered public accounting firm for 2011.Of the 40,069,562 shares of the Company’s common stock entitled to vote at the meeting a total of 37,824,709 shares (94.40%) were represented at the meeting in person or by proxy. The voting results for each proposal are set forth below.
Proposal No. 1 - Election of Directors
The shareholders elected three Class II directors to each serve a three-year term until the 2014 Annual Meeting of Shareholders and one
Class III director to serve a three-year term until the 2012 Annual Meeting of Shareholders and each until their respective successors are
elected and qualified. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
| Harald Einsmann | 34,986,360 | 112,839 | 2,725,509 |
| Jack W. Partridge | 34,986,675 | 112,524 | 2,725,509 |
| Robert P. van der Merwe | 33,290,569 | 1,808,630 | 2,725,509 |
| Julie S. England | 32,590,110 | 2,509,089 | 2,725,509 |
Proposal No. 2 - An advisory vote on executive compensation was approved. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes |
| 33,380,327 | 671,242 | 1,047,630 | 2,725,510 |
Proposal No. 3 - An advisory vote on the frequency of the advisory vote on executive compensation was approved for every year.
The results of the vote were as follows:
Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Vote |
| 30,065,575 | 45,771 | 3,950,017 | 1,037,837 | 2,725,509 |
Proposal No. 4 - Ratification of the Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2011
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 25, 2011 was ratified. The results of the vote were as follows:
| For | Against | Abstentions | Broker Non-Votes |
| 36,257,441 | 1,539,892 | 27,376 | 0 |
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.
| | Checkpoint Systems, Inc. | |
| | | | |
| Date: June 9, 2011 | By: | /s/ John R. Van Zile | |
| | | Name John R. Van Zile | |
| | | Title Sr. Vice President, General Counsel & Secretary | |
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