8-K

 

UNITED STATES
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): May 12, 2009

Nash-Finch Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-785	41-0431960
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
7600 France Avenue South, Edina, Minnesota		55435
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 952-832-0534

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 7.01 Regulation FD Disclosure.

On May 12, 2009, senior management of Nash-Finch Company ("Nash-Finch") participated in a conference call with RiskMetrics Group to discuss Nash-Finch’s historical equity grants and burn rate under its 2000 Stock Incentive Plan and other equity based compensation plans. A copy of the information presented and discussed with RiskMetrics is attached as Exhibit 99.1 to this report.

The information in this Item 7.01 and Exhibit 99.1 of Item 9.01 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 of Item 9.01 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

	Nash-Finch Company
May 12, 2009	By:	/s/ Kathleen M. Mahoney
		Name: Kathleen M. Mahoney
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Nash-Finch Company historical equity compensation data

EX-99.1

		SARS		Time Vested Awards		Performance Based Awards Granted		Performance Based Awards Earned		Performance Period	Full Value Awards		Adjusted Full Value		Weighted Average Outstanding		Adjusted Burn Rate			Unadjusted Burn Rate
	2008		267,300		38,600		364,500		20,489	FY2005 — FY2007; amount earned determined in April 2008	59,089		385,478		12,866,000		2.99%			0.46%
	2007		-		328,900		138,400		-			328,900		657,800		13,479,000		4.88	%		2.44	%
	2006		-		238,600		356,100		-			238,600		477,200		13,382,000		3.57	%		1.78	%
3 Year Average			89,100		202,033		286,333		6,830			208,863		506,826		13,249,000		3.83	%		1.58	%