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 18, 2011
FROZEN FOOD EXPRESS INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | 1-10006 COMMISSION FILE NUMBER | 75-1301831 (IRS Employer Identification No.) |
1145 Empire Central Place Dallas, Texas 75247-4305 (Address of Principal Executive Offices) | | (214) 630-8090 (Registrant's telephone number, including area code) |
| 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)) |
| Submission of Matters to a Vote of Security Holders |
| | |
On May 18, 2011, Frozen Food Express Industries, Inc. (the “Company”) held its Annual Meeting of Stockholders. The matters listed below were submitted to a vote of the Company’s stockholders through the solicitation of proxies, and the proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 19, 2011. The results of the stockholder vote are as follows:
Proposal 1 – Election of Class 1 Directors:
| Director Nominee | | For | | Withheld | | Broker Non-Votes |
| Barrett D. Clark | | 11,288,534 | | 3,121,312 | | 1,451,986 |
| Kevin K. Kilpatrick | | 11,692,997 | | 2,716,849 | | 1,451,986 |
| S. Russell Stubbs | | 11,265,695 | | 3,144,151 | | 1,451,986 |
Proposal 2 – Ratification of Grant Thornton LLP as the Company’s independent registered public accountants:
The proposal was approved.
| For | | Against | | Abstain |
| 15,719,271 | | 48,235 | | 94,326 |
Proposal 3 – Approval for the advisory vote on executive compensation:
Our stockholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the proxy statement.
| For | | Against | | Abstain | | Broker Non-Votes |
| 12,290,346 | | 1,957,739 | | 161,761 | | 1,451,986 |
Proposal 4 –Advisory vote on the frequency of conducting the advisory vote on executive compensation:
The results of the vote are below.
| Three Years | | Two Years | | One Year | | Abstain | | Broker Non-Vote |
| 4,309,291 | | 95,373 | | 9,933,116 | | 12,577 | | 1,511,475 |
A meeting of the Registrant’s Board of Directors was reconvened after the adjournment of the Annual Meeting, at which time the Board of Directors took the following actions:
Elected the persons named below to their indicated positions as Executive Officers of the Company. Each person named below was elected to serve until the 2012 annual meeting, or until their successor is named by the Board of Directors. No other aspect of any Executive Officer’s position with the Company has changed, including but not limited to compensation arrangements.
-S. Russell Stubbs, President and Chief Executive Officer
-John T. Hickerson, Executive Vice President and Chief Operating Officer
-John R. McManama, Senior Vice President, Chief Financial Officer and Treasurer
-David Hedgpeth, Vice President – Corporate Risk Management, Compliance and Safety
-Burl G. Cott, Code of Business Conduct and Ethics Compliance Officer
-Leonard W. Bartholomew, Corporate Secretary
Elected the following positions place the holder thereof either in charge of a principal business unit, division or function or the person holding such offices performs policy-making functions:
President and Chief Executive Officer
Executive Vice President and Chief Operation Officer
Senior Vice President and Chief Financial Officer
Re-elected the following directors to the indicated committees for the ensuing year:
Compensation Committee
Brian Blackmarr, Chairman
W. Mike Baggett
Kevin K. Kilpatrick
Audit Committee
Jerry T. Armstrong, Chairman
W. Mike Baggett
Barrett D. Clark
T. Michael O’Connor
Nominating Committee
W. Mike Baggett, Chairman
Brian Blackmarr
Barrett D. Clark
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FROZEN FOOD EXPRESS INDUSTRIES, INC. |
Dated: May 20, 2011 | By: | /s/ John McManama |
| | | John McManama Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
