0001193125-14-051455.txt : 20140213 0001193125-14-051455.hdr.sgml : 20140213 20140213171859 ACCESSION NUMBER: 0001193125-14-051455 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140210 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET CO CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33268 FILM NUMBER: 14607870 BUSINESS ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 BUSINESS PHONE: 9259484000 MAIL ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL GARDEN & PET COMPANY DATE OF NAME CHANGE: 19941019 8-K 1 d676541d8k.htm FORM 8-K Form 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) February 10, 2014

 

 

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33268   68-0275553
(State or other jurisdiction
of incorporation)		   (Commission File
Number)		   (IRS Employer
Identification No.)
1340 Treat Boulevard, Suite 600, Walnut Creek, California   94597
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (925) 948-4000

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

On February 10, 2014, at the Annual Meeting, the following proposals were submitted to the stockholders:

 

  1. The election of seven directors to serve until the 2015 Annual Meeting and until their successors are duly elected and qualified.

 

  2. The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2014.

 

  3. The approval of the advisory (non-binding) resolution relating to executive compensation.

For more information about the foregoing proposals, see the Company’s proxy statement dated December 27, 2013, the relevant portions of which are incorporated herein by reference. Holders of the Company’s Common Stock are entitled to one vote per share and holders of the Company’s Class B Stock are entitled to the lesser of ten votes per share or 49% of the total number of votes of Common Stock and Class B Stock which are voted for a director or on a proposal. Holders of the Company’s Common Stock and holders of the Company’s Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal One:

The following individuals were elected to serve as directors until the Company’s next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:

 

Director Nominee

    For      Withheld      Broker Non-Votes  

William E. Brown

      12,613,726         2,381,168         3,191,754   

Brooks M. Pennington III

      12,559,221         2,435,673         3,191,754   

John B. Balousek

      14,962,652         32,242         3,191,754   

David N. Chichester

      14,962,637         32,257         3,191,754   

Alfred A. Piergallini

      14,964,652         30,242         3,191,754   

John R. Ranelli

      12,616,322         2,378,572         3,191,754   

M. Beth Springer

      14,963,660         31,234         3,191,754   

 

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Proposal Two:

The appointment of Deloitte & Touché LLP as the Company’s independent registered public accounting firm for fiscal year 2014 was ratified, by the votes set forth in the following table:

 

For

   

Against

   

Abstain

   

Broker Non-Votes(1)

21,045,724    103,858    52,863    0

 

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

Proposal Three:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

14,700,712    272,274    41,173    3,191,754

 

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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.

 

CENTRAL GARDEN & PET COMPANY
By:  

/s/ Lori A. Varlas

  Lori A. Varlas
  Senior Vice President, Chief Financial Officer and Secretary

Dated: February 13, 2014

 

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