Greif (GEF) 8-K Submission of Matters to a Vote of Security Holders

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): March 2, 2011 (February 28, 2011)

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-00566	31-4388903
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

425 Winter Road, Delaware, Ohio	43015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(740) 549-6000

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Greif, Inc. (the “Company”) was held on February 28, 2011. At the Annual Meeting, the holders of the Company’s Class B Common Stock (the “Class B Stockholders”) voted on the following six proposals and cast their votes as described below.

Proposal 1

At the Annual Meeting, each of the following nominees was elected to the Company’s Board of Directors (the “Board”) for a one-year term. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

	For		Withheld
Vicki L. Avril		20,443,759		3,300
Bruce A. Edwards		20,443,959		3,100
Mark A. Emkes		20,443,759		3,300
John F. Finn		20,443,959		3,100
Michael J. Gasser		20,437,779		9,280
Daniel J. Gunsett		19,964,172		482,887
Judith D. Hook		20,056,443		390,616
Patrick J. Norton		20,443,959		3,100
John W. McNamara		20,441,759		5,300

Proposal 2

Proposal 2 was a management proposal to amend a material term of the Performance-Based Incentive Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

					Broker
For	Against		Abstain		Non-Vote
19,981,866		455,108		10,085		0

Proposal 3

Proposal 3 was a management proposal to reaffirm approval of the material terms of the Amended and Restated Long-Term Incentive Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

					Broker
For	Against		Abstain		Non-Vote
20,350,448		86,526		10,085		0

Proposal 4

Proposal 4 was a management proposal to amend a material term of the 2001 Management Equity Incentive and Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

					Broker
For	Against		Abstain		Non-Vote
20,256,936		179,538		10,585		0

Proposal 5

Proposal 5 was an advisory vote on the Company’s executive compensation, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

					Broker
For	Against		Abstain		Non-Vote
19,973,967		23,426		449,666		0

Proposal 6

Proposal 6 was an advisory vote on the frequency term to conduct future advisory votes on the Company’s executive compensation, as described in the proxy materials. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

							Broker
1 Year	2 Years		3 Years		Abstain		Non-Vote
1,183,266		105,390		16,600,998		708,050		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, thereunto duly authorized.

	GREIF, INC.
Date: March 2, 2011	By	/s/ Robert M. McNutt
		Robert M. McNutt,
		Senior Vice President and Chief Financial Officer