0001144204-15-032627.txt : 20150520 0001144204-15-032627.hdr.sgml : 20150520 20150520165226 ACCESSION NUMBER: 0001144204-15-032627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150519 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 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: 15880175 BUSINESS ADDRESS: STREET 1: 1600 PEARL STREET STREET 2: SUITE 300 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3036821982 MAIL ADDRESS: STREET 1: 1600 PEARL STREET STREET 2: SUITE 300 CITY: BOULDER STATE: CO ZIP: 80302 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 v411301_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 20, 2015 ( May 19, 2015)

 

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.)

  

1600 Pearl Street --- Suite 300
Boulder, Colorado		   80302
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (303) 652-0521

 

N/A
(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 19, 2015, Boulder Brands, Inc. (the “Company”) held its 2015 annual meeting of stockholders to vote on the proposals set forth below.

 

(b)

 

Proposal 1: To elect director nominees R. Dean Hollis and Thomas K. McInerney 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   Against   Abstain   Broker
Non-Votes		 
R. Dean Hollis   49,279,321    862,803    69,405    7,684,453 
Thomas K. McInerney   40,763,939    9,376,710    70,880    7,684,453 

 

Therefore, in accordance with the voting results listed above, R. Dean Hollis and Thomas K. McInerney were re-elected as directors of the Company.

 

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

 

For:   41,532,691 
Against:   8,550,920 
Abstain:   127,918 
Broker Non-Votes:   7,684,453 

 

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

 

Proposal 3: To approve the Boulder Brands, Inc. Third Amended and Restated Stock and Awards Plan.  The votes on this proposal were cast as follows:

 

For:   30,607,554 
Against:   19,486,629 
Abstain:   117,346 
Broker Non-Votes:   7,684,453 

  

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

 

Proposal 4: To approve the Second Amended and Restated Boulder Brands, Inc. Financial Performance Incentive Program.  The votes on this proposal were cast as follows:

 

For:   46,467,316 
Against:   3,629,771 
Abstain:   114,442 
Broker Non-Votes:   7,684,453 

 

Therefore, in accordance with the voting results listed above, Proposal 4 was approved by the stockholders of the Company.

 

  
 

 

Proposal 5: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015. The votes on this proposal were cast as follows:

 

For:   57,733,937 
Against:   133,449 
Abstain:   28,596 
Broker Non-Votes:   0 

 

Therefore, in accordance with the voting results listed above, Proposal 5 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 20, 2015 BOULDER BRANDS, INC.
   
  (registrant)
     
  By:    /s/ Christine Sacco
    Christine Sacco
    Chief Financial Officer