0001144204-11-036863.txt : 20110622 0001144204-11-036863.hdr.sgml : 20110622 20110621182646 ACCESSION NUMBER: 0001144204-11-036863 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110615 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110622 DATE AS OF CHANGE: 20110621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREDS INC CENTRAL INDEX KEY: 0000724571 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 620634010 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14565 FILM NUMBER: 11924496 BUSINESS ADDRESS: STREET 1: 4300 NEW GETWELL RD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013658880 MAIL ADDRESS: STREET 1: 4300 NEW GETWELL ROAD CITY: MEMPHIS STATE: TN ZIP: 38118 FORMER COMPANY: FORMER CONFORMED NAME: BADDOUR INC DATE OF NAME CHANGE: 19910620 8-K 1 v226508_8k.htm Unassociated Document
 
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)
June 15, 2011

 
FRED'S, INC.
(Exact name of registrant as specified in its charter)

 
TENNESSEE 62-0634010
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
 
 
Commission file number 001-14565
 

4300 New Getwell Road
Memphis, Tennessee 38118
(Address of Principal Executive Offices)

(901) 365-8880
(Registrant's telephone number, including area code)

 
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
 
On June 15, 2011, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following four proposals:
 
Proposal 1. Election of the Directors
 
At the Annual Meeting of the Shareholders of Fred’s, Inc., held on June 15, 2011, 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
     14,024,710       21,155,216  
John R. Eisenman
     19,866,433       15,313,493  
Roger T. Knox
     19,866,991       15,312,935  
Thomas H. Tashjian
     22,521,685       12,658,241  
B. Mary McNabb
     22,539,336       12,640,590  
Michael T. McMillan
     12,768,391       22,411,535  
Bruce A. Efird
     25,651,215       9,528,711  
 
Proposal 2.  Approve Selection of Independent Registered Public Accounting Firm
 
The shareholders voted to ratify the appointment of BDO USA, LLP as our registered public accounting firm for the fiscal year ending January 28, 2012.  The results of the voting were as follows:
 
For
    
Against
    
Abstain
  
  37,656,603       37,770       32,418  
 
There were no broker non-votes with respect to this proposal.
 
Proposal 3. Advisory vote on Executive Compensation
 
The shareholders voted to approve, on a nonbinding, advisory basis, the compensation of our executive officers.  The results of the voting were as follows:
 
For
    
Against
    
Abstain
  
  34,635,280       504,634       40,009  
 
Proposal 4. Advisory vote on the frequency of an advisory vote on Executive Compensation
 
The shareholders voted, on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers.  The results of the voting were as follows:
 
Every Three Years
    
Every Two Years
    
Every Year
    
Abstain
  
  8,857,555       107,147       26,182,205       33,016  

 
 
 
 
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: June 22, 2011 FRED’S, Inc.  
  (Registrant)  
     
     
 
 /s/ Jerry A Shore  
 
Jerry A Shore
  
 
Executive Vice President and Chief Financial Officer