8-K

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) – April 29, 2010

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-1865271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(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:

¨ 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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report is incorporated by reference herein.

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

On April 29, 2010, the stockholders of Central European Distribution Corporation (the “Company”) approved an amendment to the Company’s Certificate of Incorporation, effective immediately, increasing the number of authorized shares of common stock of the Company from 80 million to 120 million. A copy of the Certificate of Amendment to the Company’s Certificate of Incorporation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

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

On April 29, 2010, the Company held its annual meeting of stockholders to (i) elect the eight members of the board of directors, (ii) ratify PricewaterhouseCoopers as the Company’s independent public auditors for the year ending December 31, 2010, and (iii) amend the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 120,000,000.

The following is a summary of the voting results for each matter presented to our stockholders:

Proposal 1: Our stockholders elected William V. Carey, David Bailey, N. Scott Fine, Marek Forysiak, Robert P. Koch, William Shanahan, Markus Sieger, and Sergey Kupriyanov to be directors of the Company.

Names	For	Withheld	Abstain	Broker Non-Vote
William V. Carey	46,304,914	960,732	2,999,211	0
David Bailey	45,401,696	1,863,950	2,999,211	0
N. Scott Fine	45,591,521	1,674,125	2,999,211	0
Marek Forysiak	45,462,892	1,802,754	2,999,211	0
Robert P. Koch	45,452,816	1,812,830	2,999,211	0
William Shanahan	45,603,680	1,661,966	2,999,211	0
Markus Sieger	45,424,122	1,841,524	2,999,211	0
Sergey Kupriyanov	45,582,393	1,683,253	2,999,211	0

Proposal 2: Our stockholders ratified the appointment of PriceWaterhouseCoopers as our independent public auditor for the year ending December 31, 2010.

For	Against	Abstain	Broker Non-Vote
50,121,434	79,737	31,402	32,284

Proposal 3: Our stockholders approved the amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 120,000,000.

For	Against	Abstain	Broker Non-Vote
47,301,500	2,878,936	52,133	32,288

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to the Company’s Certificate of Incorporation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Christopher Biedermann
	Christopher Biedermann
	Vice President, Chief Financial Officer

Date: April 30, 2010

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment to the Company’s Certificate of Incorporation.

EX-3.1

Exhibit 3.1

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

The undersigned President and Secretary of Central European Distribution Corporation do hereby certify as follows:

l. The name of the corporation (hereinafter called the “Corporation”) is

Central European Distribution Corporation

2. The Corporation desires to increase its authorized shares from 81.0 million to 121.0 million, 120.0 million of which shares shall be shares of common stock, par value $.01 per share, and 1.0 million of which shall be shares of preferred stock, par value $.01 per share.

3. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 4, 1997, was thereafter amended, and is hereby further amended by deleting Article 4.l and inserting in lieu thereof the following:

“4.1 Authorized Shares

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 121.0 million of which 120.0 million shall be Common Stock, having a par value of $.01 per share (“Common Stock”), and 1.0 million shall be Preferred Stock, having a par value of $.01 per share (“Preferred Stock”).”

The remaining paragraphs of Article 4 shall remain unchanged.

4. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has duly caused its corporate seal to be hereunto affixed and this Certificate of Amendment to Certificate of Incorporation to be signed by its President and Secretary as of the 29 day of April 2010.

Attest:

/s/ James Archbold	/s/ William V. Carey
James Archbold	William V. Carey
Secretary	President