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
September 14, 2011
(Date of report)
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | 0-20572 | 41-0886515 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651) 686-1600
(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:
| ¨ | 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 Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On September 13, 2011, the Board of Directors of Patterson Companies, Inc. (the “Company”) elected Jody H. Feragen as a member of the Board of the Directors for a term expiring at the Annual Meeting in 2012. Ms. Feragen will join the Board effective immediately and will serve on the Audit and Governance Committees. Ms. Feragen will receive compensation payable to non-employee directors serving on the Board as summarized under the caption “Non-Employee Director Compensation” in the 2011 Proxy Statement. At the Annual Meeting in 2012, Ms. Feragen will be a nominee for election as Director for a term expiring at the Annual Meeting in 2014.
The press release announcing the election of Ms. Feragen is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
On September 12, 2011, the Company held its annual meeting of shareholders. Set forth below for each matter voted upon, are the number of votes cast for, against or withheld, as well as the number of any abstentions and broker non-votes as to each such matter.
1. Election of Directors.
The following individuals were each elected as a director to serve a three-year term expiring at the annual meeting in 2014:
| For | Withhold | Broker Non-Vote |
||||||||||
| Andre B. Lacey |
98,141,369 | 1,618,176 | 7,957,047 | |||||||||
| Les C. Vinney |
98,603,745 | 1,155,800 | 7,957,047 | |||||||||
2. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.
| For | Against | Abstain | Broker Non-Vote |
|||||||||||
| 95,922,522 | 2,107,646 | 1,729,377 | 7,957,047 | |||||||||||
3. To approve, in an advisory (non-binding) vote, a proposal to determine whether the shareholder vote to approve executive compensation should occur every 1 Year, 2 Years or 3 Years.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
||||||||||||||
| 57,421,504 | 4,063,993 | 14,877,037 | 20,212,392 | 11,141,666 | ||||||||||||||
At a meeting of the Board of Directors held after the annual shareholder meeting, the Company decided to conduct an advisory shareholder vote on executive compensation every year.
4. Ratification of the Selection of Independent Registered Public Accounting Firm.
The selection of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending April 28, 2012, was ratified based upon the following votes:
| For | Against | Abstain | ||||||||
| 105,876,429 | 1,751,562 | 88,601 | ||||||||
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| 99 | Press release of Patterson Companies, Inc., dated September 14, 2011. |
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.
| PATTERSON COMPANIES, INC. | ||||
| Date: September 14, 2011 |
By: | /s/ R. Stephen Armstrong | ||
| R. Stephen Armstrong | ||||
| Executive Vice President, Treasurer and Chief Financial Officer | ||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99 | Press release of Patterson Companies, Inc., dated September 14, 2011. | |
Exhibit 99
Patterson Companies Elects Jody H. Feragen to Board of Directors
$0.12 Quarterly Cash Dividend Declared
St. Paul, MN—September 14, 2011—Patterson Companies, Inc. (Nasdaq: PDCO) today announced the election of Jody H. Feragen to its board of directors. She is currently executive vice president and chief financial officer of Hormel Foods Corp. (NYSE: HRL), a multinational marketer and manufacturer of brand name food and meat products. She has served on Hormel’s board of directors since 2007 and held a number of other senior management positions at Hormel prior to being named to her current position.
Ms. Feragen replaces Ronald E. Ezerksi, who retired from the Patterson board. She will serve on the audit and governance committees.
Scott Anderson, Patterson’s president and chief executive officer, commented: “We are extremely pleased that Jody Feragen has joined our board. Backed by her extensive experience in financial management and record of accomplishments, she represents an important addition to Patterson’s board. We are confident Jody will play a key role in helping guide Patterson’s future success.
In other news, Patterson’s board of directors declared a cash dividend of $0.12 per diluted share on September 13, 2011, payable October 28 to shareholders of record at the close of business on October 11.
About Patterson Companies, Inc.
Patterson Companies, Inc. is a value-added distributor serving the dental, companion-pet veterinarian and rehabilitation supply markets.
Dental Market
As Patterson’s largest business, Patterson Dental provides a virtually complete range of consumable dental products, equipment and software, turnkey digital solutions and value-added services to dentists and dental laboratories throughout North America.
Veterinary Market
Webster Veterinary is the nation’s second largest distributor of consumable veterinary supplies, equipment and software, diagnostic products, vaccines and pharmaceuticals to companion-pet veterinary clinics.
Rehabilitation Market
Patterson Medical is the world’s leading distributor of rehabilitation supplies and non-wheelchair assistive patient products to the physical and occupational therapy markets. The unit’s global customer base includes hospitals, long-term care facilities, clinics and dealers.
# # #
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. The Company cautions shareholders and prospective investors that the following factors, among others, may cause actual results to differ materially from those indicated by the forward-looking statements: competition within the dental, veterinary, and rehabilitative and assistive living supply industries; changes in the economics of dentistry, including reduced growth in expenditures by private dental insurance plans, the effects of economic conditions and the effects of healthcare reform, which may affect future per capita expenditures for dental services and the ability and willingness of dentists to invest in high-technology products; the effects of healthcare related legislation and regulation which may affect expenditures or reimbursements for rehabilitative and assistive products; changes in the economics of the veterinary supply market, including reduced growth in per capita expenditures for veterinary services and reduced growth in the number of households owning pets; the ability of the Company to maintain satisfactory relationships with its
sales force; unexpected loss of key senior management personnel; unforeseen operating risks; risks associated with the dependence on manufacturers of the Company’s products; and the ability of the Company to successfully integrate the recent acquisitions into its existing business. Forward-looking statements are qualified in their entirety by the cautionary language set forth in the Company’s filings with the Securities and Exchange Commission.
For additional information contact:
| R. Stephen Armstrong |
Richard G. Cinquina | |
| Executive Vice President & CFO |
Equity Market Partners | |
| 651/686-1600 |
904/415-1415 |