0000091388-12-000043.txt : 20120925 0000091388-12-000043.hdr.sgml : 20120925 20120925082527 ACCESSION NUMBER: 0000091388-12-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120919 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120925 DATE AS OF CHANGE: 20120925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FOODS INC CENTRAL INDEX KEY: 0000091388 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 520845861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 121107732 BUSINESS ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 7573653000 MAIL ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY EQUITIES CORP DATE OF NAME CHANGE: 19710221 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY REAL ESTATE TRUST DATE OF NAME CHANGE: 19661113 8-K 1 shareholdersmeeting2012.htm FORM 8-K Shareholders Meeting 2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 19, 2012

SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)

 
Virginia
 
1-15321
 
52-0845861
 
 
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
200 Commerce Street
Smithfield, Virginia
 
23430
 
 
(Address of principal executive offices)
 
(Zip Code)
 


Registrant's telephone number, including area code: (757) 365-3000

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.
The annual meeting of Smithfield Foods Inc. (the “Company”) shareholders was held on September 19, 2012 in Williamsburg, Virginia. At that meeting the Company’s shareholders voted on the matters set forth below:
Election of Directors
The Company’s shareholders elected the directors nominated in the Company’s proxy statement dated August 9, 2012 to serve a three-year term on the Company’s Board of Directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
Director
For
Against
Abstain
Broker Non-Votes
Joseph W. Luter, III
98,812,781
24,265,839
355,244
17,938,419
C. Larry Pope
102,405,882
20,670,972
357,010
17,938,419
Wendell H. Murphy, Sr.
84,430,665
38,605,735
397,464
17,938,419
Paul S. Trible, Jr.
85,608,779
37,434,643
390,442
17,938,419
Amendment of the Articles of Incorporation to Declassify the Board of Directors
The Company’s shareholders voted upon and approved an amendment to the Company’s Articles of Incorporation to declassify the Board of Directors. The votes on this proposal were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
122,645,782
357,958
430,124
17,938,419
Amendment of the Articles of Incorporation to Eliminate Supermajority Voting Requirement
The Company’s shareholders voted upon and approved an amendment to the Company’s Articles of Incorporation to eliminate a supermajority voting provision related to the classified board provisions. The votes on this proposal were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
122,466,558
509,933
457,373
17,938,419

2

Ratification of Independent Auditors
The Company’s shareholders voted upon and ratified the selection of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending April 28, 2013. The votes on this proposal were as follows:
Votes For
Votes Against
Votes Abstained
138,071,949
2,910,301
390,033
There were no broker non-votes with respect to the ratification of our independent auditors.
Advisory Vote Regarding the Approval of Compensation Paid to Named Executive Officers
The Company’s shareholders voted upon and approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The votes on this proposal were as follows:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
100,621,039
21,244,626
1,568,199
17,938,419



    



3


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.
 
 
SMITHFIELD FOODS, INC.
 
 
 
Date: September 25, 2012
 
/s/ Michael H. Cole
 
 
Michael H. Cole
 
 
Vice President, Chief Legal Officer and Secretary



4