Registrant’s telephone number, including area code: (952) 832-0534
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):
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□ | 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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendments to Certificate of Incorporation
On May 18, 2011, Nash-Finch filed a Certificate of Amendment to its Restated Certificate of Incorporation (“Restated Certificate”) with the Secretary of State of Delaware. The Certificate of Amendment became effective upon filing. Nash-Finch included three proposals in its Proxy Statement seeking stockholder approval to amend its Restated Certificate of Incorporation: (Proposal 2) to amend Article III - Nature and purpose of the Company, Article IV and IX - Election of directors and Article XIV - Board consideration of certain factors; (Proposal 3) to repeal Article XII - Stockholder approval of certain fundamental changes; and (Proposal 4) to repeal Article XIII - Stockholder approval of certain business combinations with a controlling person. Specifically, the proposals sought stockholder approval of the following changes to the Fourth Restate Certificate of Incorporation:
(i)
to provide that the purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under Delaware corporation Law;
(ii)
to provide that directors may be elected without the use of written ballots;
(iii)
to clarify the fiduciary duties of directors in accordance with Delaware corporation law.
(iv)
to repeal the supermajority voting requirement for approval of a merger or consolidation, and;
(v)
to repeal the supermajority for approval of certain business combinations with a controlling person.
Stockholders approved all three of the proposed amendments to the Restated Certificate at the 2011 Annual Meeting.
A copy of the Certificate of Amendment as filed with the Secretary of State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 5.07
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| Submission of Matters to a Vote of Security Holders |
The annual meeting of stockholders of Nash-Finch Company (the “Company”) was held on May 18, 2011. At the annual meeting, the Company’s stockholders voted on eight proposals and cast their votes as follows:
Proposal Number 1 — Election of Directors.
The stockholders elected all of management’s nominees for election as directors. The results of the vote taken were as follows:
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Directors | | For | | Withheld | | Broker Non-vote |
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Alec C. Covington | | 10,868,023 | | 35,260 | | 479,102 |
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Sam K. Duncan | | 10,286,530 | | 616,753 | | 479,102 |
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Mickey P. Foret | | 10,286,667 | | 616,616 | | 479,102 |
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Douglas A. Hacker | | 10,193,893 | | 709,390 | | 479,102 |
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U.S. MG (Ret) Hawthorne L. Proctor | | 10,283,737 | | 619,546 | | 479,102 |
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William R. Voss | | 10,760,625 | | 142,658 | | 479,102 |
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Christopher W. Bodine | | 10,869,561 | | 33,722 | | 479,102 |
Proposal 2 — To approve amendments to our Restated Certificate of Incorporation to amend or repeal provisions relating to (i) the nature and purpose of the Company, (ii) the election of directors and (iii) board consideration of certain factors.
The stockholders ratified the proposed amendments to our Restated Certificate of Incorporation. The results of the vote taken were as follows:
| | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-vote |
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| | 10,822,717 | | 73,292 | | 7,274 | | 479,102 |
Proposal 3 — To approve an amendment to our Restated Certificate of Incorporation to repeal a provision relating to stockholder approval by supermajority vote of certain fundamental changes.
The stockholders ratified the proposed amendment to our Restated Certificate of Incorporation. The results of the vote taken were as follows:
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| | For | | Against | | Abstain | | Broker Non-vote |
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| | 10,878,081 | | 17,735 | | 7,467 | | 479,102 |
Proposal 4 — To approve an amendment to our Restated Certificate of Incorporation to repeal a provision relating to stockholder approval by supermajority vote of certain business combinations with a controlling person.
The stockholders ratified the proposed amendment to our Restated Certificate of Incorporation. The results of the vote taken were as follows:
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| | For | | Against | | Abstain | | Broker Non-vote |
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| | 9,661,766 | | 15,368 | | 10,560 | | 479,102 |
Vote totals exclude 1,215,589 shares held by T. Rowe Price Associates, Inc. which constitutes a “controlling person” within the meaning of Article XIII and deemed to have an interest in this Proposal.
Proposal Number 5 — Advisory resolution on executive compensation (the “say-on-pay” vote)
The stockholders voted on the advisory resolution on compensation of the Company’s named executive officers. The results of the vote taken were as follows:
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| | For | | Against | | Abstain | | Broker Non-vote |
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| | 9,984,123 | | 913,073 | | 5,695 | | 479,102 |
Proposal Number 6 — Advisory resolution on the frequency of future advisory say-on-pay votes on executive compensation
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| | Every Year | | Every Two Years | | Every Three Years | | Abstain | | Broker Non-vote |
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| | 9,889,676 | | 25,491 | | 983,191 | | 4,475 | | 479,102 |
Consistent with the recommendation of the Company’s Board of Directors with respect to Proposal Number 6, all of the shares of common stock represented at the meeting, in person or by proxy, and entitled to vote on a proposal, voted, on an advisory basis, to hold future say-on-pay votes on compensation of the Company’s named executive officers every year. The Company’s Board of Directors has determined that the Company will hold an annual advisory say-on-pay vote until the next advisory vote on the frequency of stockholder votes on executive compensation
Proposal 7 — Ratification of the selection of Grant Thornton LP as auditors
The stockholders ratified the selection, by the Audit Committee of the Board of Directors, of Grant Thornton LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2011. The results of the vote taken were as follows:
