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
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| Date of report (Date of earliest event reported) | May 12, 2015 |
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| DARLING INGREDIENTS INC. |
| (Exact Name of Registrant as Specified in Charter) |
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| Delaware | 001-13323 | 36-2495346 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS | 75038 |
| | (Address of Principal Executive Offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code: | (972) 717-0300 |
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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 12, 2015, the stockholders elected the Company's Board of Directors and voted upon two Board proposals contained within the Company's Proxy Statement dated March 31, 2015.
The Board nominees were elected with the following vote:
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| Nominee | For | Against | Abstentions | Broker Non Votes |
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| Randall C. Stuewe | 124,634,668 | 10,032,038 | 2,610,539 | 16,128,899 |
| O. Thomas Albrecht | 105,672,682 | 28,992,394 | 2,612,169 | 16,128,899 |
| D. Eugene Ewing | 106,868,650 | 27,799,266 | 2,609,329 | 16,128,899 |
| Dirk Kloosterboer | 133,542,364 | 1,121,344 | 2,613,537 | 16,128,899 |
| Mary R. Korby | 133,939,084 | 727,423 | 2,610,738 | 16,128,899 |
| Charles Macaluso | 132,682,250 | 1,984,974 | 2,610,021 | 16,128,899 |
| John D. March | 106,871,923 | 27,795,037 | 2,610,285 | 16,128,899 |
| Justinus J.G.M. Sanders | 133,867,782 | 797,164 | 2,612,299 | 16,128,899 |
| Michael Urbut | 133,373,165 | 1,287,247 | 2,616,833 | 16,128,899 |
The stockholders voted on the following proposals and cast their votes as described below:
Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending January 2, 2016:
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| For | Against | Abstentions | Broker Non Votes |
| 149,067,877 |
| 1,636,178 |
| 2,702,089 |
| — |
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Board proposal to approve, on an advisory basis, the Company’s executive compensation:
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| For | Against | Abstentions | Broker Non Votes |
| 41,094,039 |
| 93,519,683 |
| 2,663,523 |
| 16,128,899 |
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In light of the advisory vote on executive compensation, the Company's Compensation Committee intends to undertake a thorough review of the Company's existing executive compensation program and consider whether and to what extent changes to the program are appropriate.
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.
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| | DARLING INGREDIENTS INC. | |
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| Date: May 15, 2015 | By: | /s/ John F. Sterling | |
| | | John F. Sterling | |
| | | Executive Vice President and General Counsel | |
