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Form 8-K BOB EVANS FARMS INC For: Aug 30

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August 30, 2016 4:29 PM EDT


 
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): August 30, 2016 (August 24, 2016)

befarmscolorcrhqa01.jpg
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)

Delaware
0-1667
31-4421866
(State or other jurisdiction of
incorporation or organization)
(Commission File No.)
(I.R.S. Employer
Identification No.)
8111 Smith’s Mill Road, New Albany, Ohio 43054
(Address of principal executive offices Zip Code)
(614) 491-2225
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and formal fiscal year, 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 (see General 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-2b)
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)









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

The Bob Evans Farms, Inc. (“Company’s”) Annual Stockholders Meeting was held on August 24, 2016 at the Company’s headquarters in New Albany, Ohio. According to the final certified voting report produced by the inspectors of the election, 16,838,687 shares of the Company’s common stock, par value $.01 per share, were represented in person or by proxy, which constituted a quorum based on a total outstanding of 19,765,718 shares as of the record date for the Annual Meeting.

The stockholders voted on the following three proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) which was filed with the Securities and Exchange Commission on Schedule 14A and distributed to the Company’s stockholders on July 11, 2016.

1. The election of 11 directors to the Company’s Board of Directors, each to hold office until the Company’s 2017     Annual Meeting of Stockholders and a successor is elected and qualified (“Proposal 1”);

2. The approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and

3.    The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Proposal 3”).

The final certified vote showed the following:
Proposal 1. The final certified voting results for the election of 11 directors to the Company’s Board of Directors at the Annual Meeting are as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Douglas N. Benham
12,275,791
177,145
1,339,070
3,046,681
Charles M. Elson
13,541,165
170,081
80,760
3,046,681
Mary Kay Haben
12,320,474
162,221
1,309,311
3,046,681
David W. Head
13,547,148
194,533
50,325
3,046,681
Kathleen S. Lane
12,333,934
1,411,158
46,914
3,046,681
Eileen A. Mallesch
12,332,503
1,412,021
47,482
3,046,681
Larry S. McWilliams
12,261,943
1,487,236
42,827
3,046,681
Saed Mohseni
13,553,709
192,600
45,697
3,046,681
Kevin M. Sheehan
12,290,974
1,453,754
47,278
3,046,681
Michael F. Weinstein
13,528,553
223,006
40,447
3,046,681
Paul S. Williams
12,286,319
1,434,049
71,638
3,046,681

Each of these directors will serve a term that expires at our 2017 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal.

Our stockholders also took the following actions on the other two proposals at the Annual Meeting:

Proposal 2. Approval on an advisory basis, of the compensation of the Company’s named executive officers, are as follows:

For
Against
Abstain
Broker Non-Votes
11,688,760
1,999,759
103,487
3,046,681





Proposal 3. Ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 28, 2017, are as follows:

For
Against
Abstain
Broker Non-Votes
16,643,112
128,876
66,699
Not Applicable

Item 9.01.    Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired - Not Applicable
(b) Pro Forma Financial Information - Not applicable
(c) Shell Company Transactions - Not Applicable
(d) Exhibits: None



SIGNATURE

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.
 
 
BOB EVANS FARMS, INC.
 
 
 
 
Date: August 30, 2016
 
By:
/s/ Kevin C. O'Neil
 
 
 
Kevin C. O'Neil, Vice President, Associate General Counsel and Assistant Corporate Secretary




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