0001144204-13-031594.txt : 20130524 0001144204-13-031594.hdr.sgml : 20130524 20130524161811 ACCESSION NUMBER: 0001144204-13-031594 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130524 DATE AS OF CHANGE: 20130524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER BRANDS, INC. CENTRAL INDEX KEY: 0001331301 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 202949397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33595 FILM NUMBER: 13872301 BUSINESS ADDRESS: STREET 1: 115 WEST CENTURY ROAD STREET 2: SUITE 260 CITY: PARAMUS STATE: NJ ZIP: 07652-1432 BUSINESS PHONE: 3036821982 MAIL ADDRESS: STREET 1: 115 WEST CENTURY ROAD STREET 2: SUITE 260 CITY: PARAMUS STATE: NJ ZIP: 07652-1432 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BRANDS, INC DATE OF NAME CHANGE: 20130102 FORMER COMPANY: FORMER CONFORMED NAME: SMART BALANCE, INC. DATE OF NAME CHANGE: 20070523 FORMER COMPANY: FORMER CONFORMED NAME: Boulder Specialty Brands, Inc. DATE OF NAME CHANGE: 20050624 8-K 1 v346191_8k.htm 8-K

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

Date of Report (Date of earliest event reported) May 22, 2013

BOULDER BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33595

20-2949397

(State or other jurisdiction

Of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

115 West Century Road - Suite 260

Paramus, New Jersey

07652

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number including area code: (201) 568-9300

Not Applicable

(Former name or former address, 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:

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.

(a)

On May 22, 2013, Boulder Brands, Inc. (the “Company”) held an annual meeting of its stockholders in order to vote on the proposals set forth below.

(b)

Proposal 1: To elect Stephen B. Hughes and James E. Lewis to the Board of Directors to serve a three-year term and until their successors have been elected and qualified. The votes on this proposal were cast as follows:

Nominee:	Votes For:		Votes Withheld:		Broker Non-Votes:
Stephen B. Hughes		46,750,713		3,049,740		5,637,763
James E. Lewis		43,276,870		6,523,583		5,637,763

Therefore, in accordance with the voting results listed above Stephen B. Hughes and James E. Lewis were re-elected to the Board of Directors.

Proposal 2: To approve the advisory resolution on executive compensation, which is often referred to as a “say-on-pay” vote. The votes on this proposal were cast as follows:

For:			32,702,923
Against:			16,085,752
Abstain:			1,008,862
Broker Non-Votes:			5,637,763

Therefore, in accordance with the voting results listed above, Proposal 2 was approved by the stockholders of the Company.

Proposal 3: To ratify the appointment of EKS&H LLLP as the Company’s independent registered public accounting firm for 2013. The votes on this proposal were cast as follows:

For:			54,535,194
Against:			589,554
Abstain:			310,552
Broker Non-Votes:			0

Therefore, in accordance with the voting results listed above, Proposal 3 was approved by the stockholders of the Company.

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.

May 24, 2013	BOULDER BRANDS, INC.
	(registrant)

	By:	/s/ Christine Sacco
		Christine Sacco
		Chief Financial Officer