Amendment No. 1 to Form 8K

JOHN B. SANFILIPPO & SON, INC.

(Registrant)

Date: November 3, 2014

/s/ Michael J. Valentine

Michael J. Valentine

Chief Financial Officer, Group President and Secretary

8-K/A 1 d815283d8ka.htm AMENDMENT NO. 1 TO FORM 8K Amendment No. 1 to Form 8K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2014 (October 29, 2014)

JOHN B. SANFILIPPO & SON, INC.

(Exact name of Registrant as specified in its charter)

Delaware

0-19681

36-2419677

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1703 North Randall Road, Elgin, Illinois 60123-7820

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 289-1800

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))

Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment”), amends the Current Report on Form 8-K filed on October, 31, 2014 (the “Original Report”), by John B. Sanfilippo & Son, Inc. (the “Registrant”). This Amendment should be read in conjunction with the Original Report. This Amendment is being filed to correct the number of broker non-votes only with respect to the matters disclosed below. Except for those matters disclosed below, this Amendment does not otherwise amend, modify or update the disclosures contained in the Original Report.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

(b)	The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) The following directors were elected at the Annual Meeting and the voting for each director was as follows (with Common Stock and Class A Common Stock stockholders voting separately):


Nominee	For	Withhold	Broker Non-Vote
(Common Stock Directors and Voting Results)
Governor Jim Edgar	4,953,760	876,350	1,891,860
Daniel M. Wright	5,582,175	247,935	1,891,860
Ellen C. Taaffe	5,576,995	253,115	1,891,860

(ii) The Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the 2015 fiscal year was ratified by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For	Against	Abstain	Broker Non-Vote
PricewaterhouseCoopers LLP	33,591,316	99,229	5,685	0

(iii) The advisory vote on executive compensation was approved by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For	Against	Abstain	Broker Non-Votes
Advisory vote on executive compensation	31,534,799	132,991	36,580	1,891,860

(iv) The Omnibus Incentive Plan was approved by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For	Against	Abstain	Broker Non-Votes
Approval of the Omnibus Plan	31,230,756	559,286	14,328	1,891,860

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.