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)
July 26, 2012
FRED'S, INC.
(Exact name of registrant as specified in its charter)
| TENNESSEE | | 62-0634010 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
Commission file number 001-14565
4300 New Getwell Road
Memphis, Tennessee 38118
(Address of Principal Executive Offices)
(901) 365-8880
(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 (seeGeneral 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 July 26, 2012, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following six proposals:
Proposal 1. Election of the Directors
At the Annual Meeting of the Shareholders of Fred’s, Inc., held on July 26, 2012, Michael J. Hayes, John R. Eisenman, Roger T. Knox, Thomas H. Tashjian, B. Mary McNabb, Michael T. McMillan, Bruce A. Efird and Steven R. Fitzpatrick were elected as directors of the Company by vote of the shareholders. The results of the voting were as follows:
| Election of Directors: | | For | | | Withheld | |
| Michael J. Hayes | | | 19,355,662 | | | | 13,585,271 | |
| John R. Eisenman | | | 19,395,068 | | | | 13,545,865 | |
| Roger T. Knox | | | 19,426,836 | | | | 13,514,097 | |
| Thomas H. Tashjian | | | 19,386,076 | | | | 13,554,857 | |
| B. Mary McNabb | | | 19,408,499 | | | | 13,532,434 | |
| Michael T. McMillan | | | 19,178,794 | | | | 13,762,139 | |
| Bruce A. Efird | | | 19,374,093 | | | | 13,566,840 | |
| Steven R. Fitzpatrick | | | 32,471,851 | | | | 469,082 | |
There were no abstentions and 2,299,995 broker non-votes with respect to this proposal.
Proposal 2. Approve Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify the appointment of BDO USA, LLP as our registered public accounting firm for the fiscal year ending February 2, 2013. The results of the voting were as follows:
| For | | Against | | Abstain |
| 34,539,759 | | 694,970 | | 6,199 |
There were no broker non-votes with respect to this proposal.
Proposal 3. Approve the 2012 Long-Term Incentive Plan
The shareholders votedto approve the 2012 Long-Term Incentive Plan:
| For | | Against | | Abstain |
| 27,899,055 | | 4,992,555 | | 49,323 |
There were 2,299,995 broker non-votes with respect to this proposal.
Proposal 4. Advisory vote on Executive Compensation
The shareholders votedto approve, on a nonbinding, advisory basis, the compensation of our executive officers. The results of the voting were as follows:
| For | | Against | | Abstain |
| 32,697,129 | | 188,774 | | 55,030 |
There were 2,299,995 broker non-votes with respect to this proposal.
Proposal 5. Approval of the continued use of the Shareholders Rights Plan
The shareholders voted against the continued use of the Shareholders Rights Plan. The results of the voting were as follows:
| For | | Against | | Abstain |
| 4,717,155 | | 28,170,165 | | 53,613 |
There were 2,299,995 broker non-votes with respect to this proposal.
Proposal 6. Recommendation to nominate a corporate governance expert to the Board of Directors
The shareholders voted to recommend the nomination of a corporate governance expert to the Board of Directors. The results of the voting were as follows:
| For | | Against | | Abstain |
| 19,684,848 | | 13,201,290 | | 54,795 |
There were 2,299,995 broker non-votes with respect to this proposal.
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.
| Date: August 1, 2012 | FRED’S, Inc. | |
| | (Registrant) | |
| | | |
| | /s/ Jerry A. Shore | |
| | Jerry A Shore | |
| | Executive Vice President and Chief Financial Officer |
