Unassociated Document

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


TENNESSEE	62-0634010
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

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))

On June 16, 2010, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following three proposals:

At the Annual Meeting of the Shareholders of FRED’S, Inc., held on June 16, 2010, Michael J. Hayes, John R. Eisenman, Roger T. Knox, Thomas H. Tashjian, B. Mary McNabb, Michael T. McMillan and Bruce Efird were elected as directors of the Company by vote of the shareholders. The results of the voting were as follows:

Election of Directors:	For		Withheld
Michael J. Hayes		10,560,903		23,601,850
John R. Eisenman		9,873,639		24,289,114
Roger T. Knox		9,982,825		24,179,928
Thomas H. Tashjian		9,881,416		24,281,337
B. Mary McNabb		9,876,362		24,286,391
Michael T. McMillan		9,880,719		24,282,034
Bruce A. Efird		13,862,395		20,300,358

There were no abstentions or broker non-votes with respect to the election of directors.

Proposal 2. Approve Selection of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of BDO Seidman, LLP as our registered public accounting firm for the fiscal year ending January 29, 2011. The results of the voting were as follows:

Proposal 3. Stockholder Proposal Regarding Vendor Code of Conduct and Corporate Standards for Human Rights

The shareholders voted upon and rejected a shareholder proposal regarding supplementing the Company’s Vendor Code of Conduct and Corporate Standards for Human Rights.

For		Against		Abstain		Broker Non-Vote
2,328,853		28,119,429		3,714,463		2,689,591

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: June 21, 2010	FRED’S, Inc.
	(Registrant)


	/s/ Jerry A. Shore
	Jerry A Shore
	Executive Vice President and Chief Financial Officer

For		Against		Abstain
36,507,044		29,598		315,694