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BOB EVANS FARMS INC FILES (8-K/A) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

September 3, 2014

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 of this amended Current Report on Form 8-K/A, at the 2014 Annual Meeting of Stockholders (the "Annual Meeting") held by Bob Evans Farms, Inc. (the "Company"), the Company's stockholders voted on the approval of certain amendments of the Company's Restated Certificate of Incorporation (the "Charter") and the Bylaws. The final certified voting report from the independent inspector of elections, IVS Associates, Inc. ("IVS"), was issued on September 2, 2014 and it indicated that such amendments were approved by the requisite voting percentages of stockholders. The Charter and Bylaws as amended are attached hereto as Exhibits 3.1 and 3.2, respectively.

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

At the Annual Meeting, according to the final certified voting report produced by IVS, 20,431,001 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 23,499,911 shares as of the record date for the Annual Meeting.

Our stockholders voted on the following seven 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 first made available to our stockholders on July 11, 2014.

The election of twelve directors to the Company's Board of Directors, each to hold office until the Company's 2015 Annual Meeting of Stockholders and a successor is elected and qualified ("Proposal 1"); The approval, on an advisory basis, of the compensation of the Company's named executive officers ("Proposal 2"); The approval of an amendment of Section 8.01 of the Company's Amended and Restated By-laws (the "Bylaws") to allow stockholders to amend any provision of the Bylaws by a majority vote of the common stock outstanding ("Proposal 3"); The approval of amendments of Article Twelfth of the Company's Restated Certificate of Incorporation (the "Charter") and Section 3.13 of the Bylaws to allow stockholders to remove directors by a majority vote of the common stock outstanding ("Proposal 4"); The approval of an amendment of Article Thirteenth of the Charter to allow stockholders to amend Article Twelfth governing director removal by a majority vote of the common stock outstanding ("Proposal 5"); The approval of an amendment of Section 2.05 of the Bylaws to allow holders of at least 25% of the common stock outstanding to request that the Company call a special meeting of stockholders ("Proposal 6"); and The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm ("Proposal 7").



A stockholder proposal, also described in the Proxy Statement, to repeal any provision of the Company's Bylaws as of the date of the Annual Meeting that was not in the Bylaws filed by the Company on January 28, 2014, and that is inconsistent with or disadvantageous to the election of the director nominees of the Castlerigg Global Equity Special Event Master Fund, Ltd, a stockholder of the Company, was withdrawn by the proposing stockholder prior to the Annual Meeting and was not voted on at the Annual Meeting.

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A final certified voting report was issued by IVS on September 2, 2014 certifying the final voting results. None of the preliminary voting results that were previously reported changed on the final certified voting report. The final certified voting report did include the broker non-votes for each proposal, which had not been reported with the preliminary report. The final certified vote showed the following:

Broker Non-Votes Proposal 1 403,988 Proposal 2 403,988 Proposal 3 403,988 Proposal 4 403,988 Proposal 5 403,988 Proposal 6 403,988 Proposal 7 0



Proposal 1. The final certified voting results, as reported by IVS, for the election of twelve directors to the Company's Board of Directors at the Annual Meeting are as follows:

Nominee Votes For Votes Withheld Douglas N. Benham 13,681,306 24,719 Steven A. Davis 9,272,547 291,654 Charles M. Elson 13,589,948 116,077 Michael J. Gasser 9,223,821 301,240 Mary Kay Haben 9,397,315 166,886 David W. Head 13,681,306 24,719 E.W. (Bill) Ingram III 6,178,442 181,686 Cheryl K. Krueger 6,014,878 306,110 Kathleen S. Lane 9,401,623 162,578 C. Stephen Lynn 9,091,786 1,410,166 Eileen A. Mallesch 9,289,714 235,347 Larry S. McWilliams 9,401,494 162,707 Annelise T. Osborne 7,424,936 4,723,246 Aron I. Schwartz 6,004,142 4,458,670 Kevin M. Sheehan 9,400,227 163,974 Michael F. Weinstein 10,688,917 1,331,738 Lee S. Wielansky 7,377,055 3,124,897 Paul S. Williams 9,288,308 236,753



Each of these directors will serve a term that expires at our 2015 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. Pursuant to the Bylaws, on account of the Annual Meeting being a contested election, the twelve nominees receiving the highest number of "FOR" votes cast by holders of shares represented in person or by proxy at the Annual Meeting were elected.

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Based on the final certified voting report, the following twelve individuals received the highest number of "FOR" votes: Douglas N. Benham, Steven A. Davis, Charles M. Elson, Michael J. Gasser, Mary Kay Haben, David W. Head, Kathleen S. Lane, Eileen A. Mallesch, Larry S. McWilliams, Kevin M. Sheehan, Michael F. Weinstein and Paul S. Williams.

Each elected director's term commenced upon certification of the final results of the Annual Meeting by IVS, which was on September 2, 2014.

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

Proposal 2. The final certified voting results, as reported by IVS, regarding approving, on an advisory basis, the compensation of the Company's named executive officers, are as follows:

Votes For Votes Against Abstentions 15,754,960 4,075,861 196,192



Proposal 3. The final certified voting results, as reported by IVS, regarding approving an amendment to Section 8.01 of the Bylaws to allow stockholders to amend any provision of the Bylaws by a majority vote of the common stock outstanding, are as follows:

Votes For Votes Against Abstentions 19,763,550 195,730 67,733



Proposal 4. The final certified voting results, as reported by IVS, regarding approving an amendment of Article Twelfth of the Charter and Section 3.13 of the Bylaws to allow stockholders to remove directors by a majority vote of the common stock outstanding, are as follows:

Votes For Votes Against Abstentions 19,788,506 175,883 62,624



Proposal 5. The final certified voting results, as reported by IVS, regarding approving an amendment of Article Thirteenth of the Charter to allow stockholders to amend Article Twelfth governing director removal by a majority vote of the common stock outstanding, are as follows:

Votes For Votes Against Abstentions 19,775,753 185,082 66,178



Proposal 6. The final certified voting results, as reported by IVS, regarding approving an amendment to Section 2.05 of the Company's By-laws to allow holders of at least 25% of the common stock outstanding to request that the Company call a special meeting of stockholders are as follows:

Votes For Votes Against Abstentions 19,582,616 355,036 89,361



Proposal 7. The final certified voting results, as reported by IVS, regarding ratifying the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending April 24, 2015, are as follows:

Votes For Votes Against Abstentions 20,094,771 259,403 76,827 4



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Item 8.01. Other Events.

On September 3, 2014, the Company filed a press release concerning the final certified voting results of the Annual Meeting, as reported to the Company by IVS. Such press release is attached hereto as Exhibit 99.1.

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.

3.1 Bob Evans Farms, Inc. Amended and Restated Certificate of Filed Herewith Incorporation effective August 20, 2014 3.2 Bob Evans Farms, Inc. Amended and Restated By-laws effective Filed Herewith August 20, 2014 99.1 Press Release issued by the Company regarding the Annual Filed Herewith Stockholders Meeting Results dated September 3, 2014 5



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