Current Report Filing (8-k)
January 10 2018 - 6:10AM
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
Date of Report (Date of earliest event reported): January 10, 2018 (January 9, 2018)
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-01667
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31-4421866
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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8111 Smiths Mill Road, New Albany, Ohio
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43054
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(Address of Principal Executive Offices)
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(Zip Code)
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(614)
491-2225
Registrants telephone number, including area code
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:
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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On January 9, 2018, Bob Evans
Farms, Inc., a Delaware corporation (the Company), held a special meeting of stockholders to consider and vote upon the following matters:
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(1)
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a proposal to adopt the Agreement and Plan of Merger, dated as of September 18, 2017 (as it may be amended from time to time,
the Merger Agreement), by and among the Company, Post Holdings, Inc.,
a Missouri corporation (Post) and Haystack Corporation, a Delaware corporation and wholly-owned subsidiary of Post (Merger Sub), pursuant to which Merger Sub will merge with and into the Company (the Merger), with
the Company surviving the Merger as a wholly-owned subsidiary of Post (the Merger Proposal);
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(2)
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a proposal to approve, on a
non-binding,
advisory basis, certain compensation that will be paid or become payable to the Companys named executive officers in connection with
the consummation of the Merger (the Advisory Compensation Proposal); and
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(3)
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a proposal to approve one or more adjournments of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special
meeting to adopt the Merger Agreement or in the absence of a quorum (the Adjournment Proposal).
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At the special
meeting, approximately 16,152,782 shares of the Companys common stock, representing approximately 80.57% of the outstanding shares of the Companys common stock entitled to vote as of the record date for the special meeting, were
represented by person or by proxy, which constituted a quorum.
The final voting results for each item voted upon are set forth below:
Proposal One Merger Proposal.
The Merger Proposal was approved by the following vote:
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For
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Against
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Abstain
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14,802,575
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1,163,138
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187,069
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Proposal Two Advisory Compensation Proposal.
The Advisory Compensation Proposal was approved by the
following vote:
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For
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Against
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Abstain
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11,207,631
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4,651,071
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294,080
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Proposal Three Adjournment Proposal.
Because the Merger Proposal was approved by the requisite number of
shares of the Companys common stock, as described above, the vote on the Adjournment Proposal was not called.
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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BOB EVANS FARMS, INC.
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(Registrant)
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Date: January 10, 2018
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By:
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/s/ Colin M. Daly
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Colin M. Daly, Executive Vice President,
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General Counsel and Secretary
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