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)

November 9, 2011

 

 

WINN-DIXIE STORES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   1-3657   59-0514290

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

5050 Edgewood Court, Jacksonville, Florida   32254-3699
(Address of principal executive offices)   (Zip Code)

(904) 783-5000

(Registrant’s telephone number, including area code)

Unchanged

(Former name, former address and former fiscal year, 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.):

 

¨ 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On November 9, 2011, at the 2011 Annual Meeting of Shareholders of Winn-Dixie Stores, Inc. (the “Company”), the shareholders approved the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan (the “2012 Plan”), effective immediately.

A description of the material terms of the 2012 Plan is set forth under the heading “Proposal 2—Approval of the Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan” in the Company’s proxy statement filed with the Securities and Exchange Commission on September 27, 2011, which description is hereby incorporated into this Item 5.02(e) by reference. The 2012 Plan is also incorporated by reference in Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The final results of voting on each of the matters submitted to a vote of security holders during the annual meeting of shareholders of the Company, held on November 9, 2011, are as follows.

Five proposals were submitted to a vote at the meeting:

  1. Election of nine directors for terms expiring at the 2012 shareholders meeting.
  2. Approval of the 2012 Equity Incentive Plan.
  3. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for fiscal 2012.
  4. Non-binding, advisory approval of the compensation of the Company’s named executive officers.
  5. Non-binding, advisory vote regarding the frequency of future executive compensation votes.

All the directors were elected under proposal one. Proposals two through four were approved by shareholders.

With respect to the election of directors, the vote was:

 

Director Nominees:

  

Votes For:

  

Withhold Authority:

  

Broker Non-Vote

Evelyn V. Follit

   32,346,509    8,569,933    5,001,062

Charles P. Garcia

   32,258,815    8,657,627    5,001,062

Jeffrey C. Girard

   31,702,010    9,214,432    5,001,062

Yvonne R. Jackson

   28,166,101    12,750,341    5,001,062

Gregory P. Josefowicz

   32,254,822    8,661,620    5,001,062

Peter L. Lynch

   31,614,625    9,301,817    5,001,062

James P. Olson

   28,308,202    12,608,240    5,001,062

Terry Peets

   28,304,329    12,612,113    5,001,062

Richard E. Rivera

   28,308,648    12,607,794    5,001,062


With respect to approval of the 2012 Equity Incentive Plan, the vote was:

 

VOTES
FOR

  VOTES
AGAINST
  VOTES
ABSTAINING
  BROKER
NON-VOTES
16,549,859   14,979,453   9,387,130   5,001,062

With respect to the ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year 2012, the vote was:

 

VOTES
FOR

  VOTES
AGAINST
  VOTES
ABSTAINING
   
41,300,580   927,085   3,689,839  

With respect to the Company’s proposal for non- binding, advisory approval of the compensation of the named executive officers, the vote was:

 

VOTES
FOR

  VOTES
AGAINST
  VOTES
ABSTAINING
  BROKER
NON-VOTES
20,261,397   10,272,126   10,382,919   5,001,062

With respect to a non-binding, advisory vote regarding the frequency of future executive compensation votes, the vote was :

 

1

YEAR

  2
YEARS
  3
YEARS
  VOTES
ABSTAINING
  BROKER
NON-VOTES
29,317,565   135,708   1,404,268   10,058,901   5,001,062


(b) In light of the results on the non-binding, advisory vote on the frequency of future executive compensation votes, on November 10, 2011, the Company’s Board of Directors decided that future advisory votes on named executive officer compensation will be held every year until the next advisory vote on the frequency of such votes.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

10.1    Winn-Dixie Stores, Inc. Fiscal 2012 Equity Incentive Plan, filed as Appendix A to the Company’s proxy statement dated September 27, 2011, and incorporated herein by reference.

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.

 

    Winn-Dixie Stores, Inc.
Date: November 10, 2011     By:   /s/ Peter L. Lynch
      Peter L. Lynch
      President and Chief Executive Officer