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): April 11, 2011
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 |
7600 France Avenue South, Minneapolis, Minnesota |
| 55435 |
(Address of principal executive offices) |
| (Zip Code) |
Registrants telephone number, including area code: (952) 832-0534
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):
□ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 11, 2011, the Board of Directors (the Board) of the Nash-Finch Company (the Company) appointed Christopher W. Bodine to serve as a member of the Board, effective April 28, 2011. The Board appointed Mr. Bodine, who is considered an independent director under applicable NASDAQ rules, upon the recommendation of the Boards Corporate Governance Committee. Mr. Bodines term of office will continue until the Companys next annual meeting of stockholders, which is currently scheduled to be held on May 18, 2011, where he will stand for election to the Board. At this time, Mr. Bodine has not been named to serve on any committees of the Board.
Mr. Bodine will participate in the Companys non-employee director compensation programs described under Compensation of Directors and Elements of Director Compensation for 2010 in the Companys preliminary proxy statement filed with the Securities and Exchange Commission on April 1, 2011. There is no arrangement or understanding between Mr. Bodine and any other persons pursuant to which he was appointed as a director. In addition, Mr. Bodine is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933.
Item 9.01
Financial Statements and Exhibits.
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(d) Exhibits. | |||||
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Exhibit No. |
| Description | |||
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99.1 |
| Press Release issued by the registrant, dated April 11, 2011. |
ADDITIONAL INFORMATION AND WHERE TO FIND IT
While the Company does not believe that this communication constitutes solicitation material in
respect of the Companys solicitation of proxies in connection with its 2011 annual meeting of stockholders, this communication may be deemed to be solicitation material. The Company will file a definitive proxy statement in connection with its 2011 annual meeting of stockholders. The Companys stockholders are strongly advised to read the proxy statement when it becomes available, as it will contain important information regarding the Company and the 2011 annual meeting of stockholders. Stockholders will be able to obtain this proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the Securities and Exchange Commission for free at the web site maintained by the Securities and Exchange Commission at http://www.sec.gov. Copies of the proxy statement and any amendments and supplements to the proxy statement will also be available for free at the Companys web site at http://www.nashfinch.com or by writing to Nash-Finch Company, 7600 France Avenue South, Minneapolis, Minnesota, 55435, Attention: Corporate Secretary.
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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 | ||
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Date: April 11, 2011 | By: | /s/ Kathleen M. Mahoney | |
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| Name: | Kathleen M. Mahoney |
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| Title: | Senior Vice President, General Counsel and Secretary |
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Ex 99.1
Nash Finch Elects New Director to Board
MINNEAPOLIS (April 11, 2011) Nash Finch Company (NASDAQ: NAFC), one of the leading food distribution companies in the United States, today announced that its Board of Directors elected a new Director effective April 28, 2011, Christopher W. Bodine, 55. Mr. Bodine retired from CVS Caremark in January 2009 following a 24 year career with the Company. Mr. Bodine served most recently as President, Healthcare Services of CVS Caremark Corporation, where he was responsible for strategy, business development, trade relations, sales and account management, pharmacy merchandising, marketing, information technology and Minute Clinic. Nash Finch Company's Board of Directors now includes eight members, seven of whom are independent.
Commenting on today's announcement, William R. Voss, Chairman of the Board, said, "We are pleased to welcome Chris to the Nash Finch Board of Directors. Chris wealth of knowledge of the consumer retail sector and his focus on strategy and business development will be invaluable to the Board in overseeing the Companys navigation of the changing marketplace."
Alec Covington, President & CEO of Nash Finch, said, "The perspective and experience Chris brings to Nash Finch is a strong complement to the talent and expertise of our current Board. His consumer retail focus will be quite helpful as we work to assist our customers in their efforts to enhance their competitive position.
Nash-Finch is a Fortune 500 company and one of the leading food distribution companies in the United States. Nash-Finch's core business, food distribution, serves independent retailers and military commissaries in 36 states, the District of Columbia, Europe, Cuba, Puerto Rico, the Azores and Egypt. The Company also owns and operates a base of retail stores, primarily supermarkets under the Econofoods(R), Family Thrift Center(R), AVANZA(R), Family Fresh Market(R) and Sun Mart(R) trade names. Further information is available on the Company's website, www.nashfinch.com
CONTACT: Nash Finch Company
Brian Numainville, 952-844-1201