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 30, 2013

H. J. Heinz Company

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	1-3385	25-0542520
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
One PPG Place, Suite 3100 Pittsburgh, Pennsylvania		15222
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (412) 456-5700
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 (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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 special meeting of shareholders (the “Special Meeting”) of H. J. Heinz Company (“Heinz”) was held on April 30, 2013.  A total of 203,258,999 shares of Heinz common stock, out of a total of 321,187,333 shares of common stock issued and outstanding and entitled to vote as of March 18, 2013 (the record date for the Special Meeting), were present in person or represented by proxy at the Special Meeting.  A summary of the voting results for the following proposals, each of which is described in detail in Heinz’s proxy statement dated March 27, 2013 and first mailed to Heinz’s shareholders on or about March 27, 2013, is set forth below:

Proposal 1: Approval and Adoption of the Merger Agreement

Heinz’s shareholders approved and adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 13, 2013, by and among Heinz, Hawk Acquisition Holding Corporation and Hawk Acquisition Sub, Inc., as amended by the Amendment to Agreement and Plan of Merger dated as of March 4, 2013.  The following were the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:

FOR	AGAINST	ABSTAIN
192,117,965	8,477,373	1,817,551

Proposal 2: Adjournment of the Special Meeting

Because a majority of the votes cast by Heinz shareholders entitled to vote at the Special Meeting approved the proposal to approve and adopt the Merger Agreement, the vote on the proposal to approve the adjournment of the Special Meeting if there had not been sufficient votes at the time to adopt the Merger Agreement was not called.

Proposal 3: Approval, on a Non-Binding, Advisory Basis, of Certain Compensation Based on or Otherwise Relating to the Merger

Heinz’s shareholders, on a non-binding, advisory basis, did not approve certain compensation that will or may be paid by Heinz to its named executive officers that is based on or otherwise relates to the merger.  The following were the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:

FOR	AGAINST	ABSTAIN
94,772,468	103,360,270	4,279,466

Item 8.01.    Other Events.

On April 30, 2013, Heinz issued a press release announcing that Heinz shareholders voted to approve and adopt the Merger Agreement.  A copy of the press release, which also includes an update on the status of the regulatory approvals sought in connection with the merger, is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Exhibits and Financial Statements.

(d)	Exhibits
99.1	H. J. Heinz Company press release dated April 30, 2013

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.

Date:  April 30, 2013	H. J. HEINZ COMPANY
	By:	/s/ Theodore N. Bobby
		Theodore N. Bobby Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	H. J. Heinz Company press release dated April 30, 2013

EX-99.1

Exhibit 99.1

H.J. Heinz Company Shareholders Overwhelmingly Approve Acquisition by

Berkshire Hathaway and 3G Capital

Pittsburgh, PA -- H.J. Heinz Company (NYSE: HNZ) (“Heinz”) shareholders voted today to approve and adopt the previously announced merger agreement providing for the acquisition of Heinz by an investment consortium comprised of Berkshire Hathaway and an investment fund affiliated with 3G Capital. Heinz shareholders overwhelmingly approved the deal, with approximately 95 percent of the votes cast at today’s special meeting voting in favor of the merger agreement, representing approximately 60 percent of Heinz’s outstanding common stock as of March 18, 2013, the record date for the special meeting.

“The Board and I want to thank our shareholders for approving this historic merger agreement,” said William R. Johnson, Heinz Chairman, President and CEO. “When this transaction was announced on February 14, I said that it would provide tremendous value to Heinz shareholders. With today’s convincing vote, Heinz shareholders have confirmed their support for this extraordinary transaction and its record valuation of Heinz.”

The transaction remains subject to certain customary closing conditions, including receipt of certain remaining regulatory approvals, and is expected to close late in the second calendar quarter of 2013 or in the third calendar quarter of 2013. Heinz has received antitrust clearance in the United States, Brazil, India, South Korea, Japan, Israel, Mexico, South Africa and Ukraine. The Company is waiting for antitrust clearance in China, the European Union and Russia. Additionally, Heinz has filed for other regulatory approvals in New Zealand, Ireland and Russia.

At the closing of the transaction, Heinz shareholders will receive $72.50 in cash for each share of common stock they own, in a transaction valued at $28 billion, including the assumption of Heinz’s outstanding debt.

# # #

Cautionary Statement Regarding Forward-Looking Statements

This document and Heinz’s other public pronouncements contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified by the words “will,” “expects,” “anticipates,” “believes,” “estimates” or similar expressions and include Heinz’s expectations as to future revenue growth, earnings, capital expenditures and other spending, dividend policy, and planned credit rating, as well as anticipated reductions in spending. These forward-looking statements reflect management’s view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond Heinz’s control, and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from such statements include, but are not limited to:

• the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,

• the failure to receive, on a timely basis or otherwise, the required approvals from government or regulatory agencies,

• the risk that a closing condition to the proposed merger may not be satisfied,

• the failure to obtain the necessary financing in connection with the proposed merger,

• the ability of Heinz to retain and hire key personnel and maintain relationship with customers, suppliers and other business partners pending the consummation of the proposed merger, and

• other factors described in “Risk Factors” and “Cautionary Statement Relevant to Forward-Looking Information” in Heinz’s Annual Report on Form 10-K for the fiscal year ended April 29, 2012 and reports on Forms 10-Q thereafter.

The forward-looking statements are and will be based on management’s then current views and assumptions regarding future events and speak only as of their dates. Heinz undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the securities laws.

About Heinz

H.J. Heinz Company, offering “Good Food Every Day”™ is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida® potato products, Weight Watchers® Smart Ones® entrées, T.G.I. Friday’s® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz® Ketchup, The World’s Favorite Ketchup®.

Contacts

H. J. Heinz Company

Media:

Michael Mullen, 412-456-5751

Michael.mullen@us.hjheinz.com