8-K/A 1 may118kafiling.txt TOOTSIE ROLL INDUSTRIES, INC. 8-K/A 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) May 2, 2011 TOOTSIE ROLL INDUSTRIES, INC. (Exact Name of Registrant as Specified in Its charter) Virginia 001-01361 22-1318955 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 7401 South Cicero Avenue, Chicago, Illinois 60629 (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) 773-838-3400 Not Applicable (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: [ ] 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 Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Tootsie Roll Industries, Inc. ("Company") on May 4, 2011 ("Original 8-K") and completes disclosures made under Item 5.07, Submission of Matters to a Vote of Security Holders, regarding the results from the Company's 2011 Annual Meeting of Shareholders held on May 2, 2011. This Amendment No. 1 discloses the results of Proposals 3 and 4 which were inadvertently omitted from the Original 8-K. Except for the foregoing, this Amendment No. 1 does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 8-K. Item 5.07 Submission of Matters to a Vote of Security Holders. Proposal 3 - Approve, on an advisory basis, the compensation of the named executive officers of the Company. Votes For Votes Against Abstentions Broker Non-Vote 222,328,387 4,011,900 2,542,600 6,167,761 Proposal 4 - Recommend, on an advisory basis, that votes of the shareholders on executive compensation be held every one, two or three years. Votes cast for this proposal were as follows: Every Year Every Two Years Every Three Years Abstentions Broker Non-Vote 35,675,990 349,195 190,234,781 2,622,612 6,167,766 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. TOOTSIE ROLL INDUSTRIES, INC. June 3, 2011 By: /s/ G. Howard Ember Name: G. Howard Ember Title: V.P. Finance and Chief Financial Officer