Current Report Filing (8-k)
September 14 2016 - 5:10PM
Edgar (US Regulatory)
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 12, 2016
Date
of report (Date of earliest event reported)
PATTERSON
COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or
Other Jurisdiction of Incorporation)
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0-20572
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41-0886515
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1031 Mendota Heights Road
St. Paul, Minnesota
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55120
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(Address of Principal Executive Offices )
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(Zip Code)
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(651) 686-1600
(Registrants 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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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The Company held its annual
meeting of shareholders (the Annual Meeting) on September 12, 2016. There were 99,195,012 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 91,027,147
shares of common stock were represented in person or by proxy; therefore, a quorum was present. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker
non-votes, as to each such matter, where applicable, are set forth below.
Proposal No. 1: Election of Directors
Scott P. Anderson, John D. Buck, Jody H. Feragen, Sarena S. Lin, Ellen A. Rudnick, Neil A. Schrimsher, Les C. Vinney and James W. Wiltz were
elected directors of the Company to have terms expiring in 2017, and until their successors shall be elected and duly qualified. The results of the vote were as follows:
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For
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Withheld
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Broker
Non-Votes
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Votes
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Percentage of
Shares Present
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Votes
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Percentage of
Shares Present
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Scott P. Anderson
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78,010,008
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96.54
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%
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2,796,629
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3.46
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%
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10,220,510
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John D. Buck
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79,990,923
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98.99
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%
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815,714
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1.01
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%
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10,220,510
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Jody H. Feragen
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80,192,714
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99.24
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%
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613,923
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0.76
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%
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10,220,510
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Sarena S. Lin
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79,929,492
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98.91
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%
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877,145
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1.09
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%
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10,220,510
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Ellen A. Rudnick
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79,572,808
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98.47
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%
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1,233,829
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1.53
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%
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10,220,510
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Neil A. Schrimsher
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80,183,288
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99.23
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%
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623,349
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0.77
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%
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10,220,510
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Les C. Vinney
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80,345,426
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99.43
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%
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461,211
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0.57
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%
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10,220,510
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James W. Wiltz
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79,792,213
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98.74
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%
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1,014,424
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1.26
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%
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10,220,510
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Proposal No. 2: Advisory Approval of Our Executive Compensation Program
The proposal regarding advisory approval of the Companys executive compensation program was approved. The results of the vote were
as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Votes
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Percentage of
Shares Present
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Votes
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Percentage of
Shares Present
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Votes
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Percentage of
Shares Present
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78,194,918
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96.77%
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2,403,076
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2.97%
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208,643
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0.26%
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10,220,510
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Proposal No. 3: Ratification of the Appointment of the Companys Independent Registered Public Accounting
Firm
The proposal to ratify the appointment of Ernst and Young LLP as the Companys independent registered public accounting firm
for the fiscal year ending April 29, 2017 was approved. The results of the vote were as follows:
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For
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Against
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Abstain
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Votes
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Percentage of
Shares Present
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Votes
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Percentage of
Shares Present
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Votes
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Percentage of
Shares Present
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90,100,533
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98.98%
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879,834
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0.97%
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46,780
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0.05%
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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.
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PATTERSON COMPANIES, INC.
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Date: September 14, 2016
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By:
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/s/ Les B. Korsh
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Les B. Korsh
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Vice President, General Counsel and Secretary
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