Current Report Filing (8-k)
November 14 2012 - 4:29PM
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): November 13, 2012
DIAMOND FOODS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-51439
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20-2556965
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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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600 Montgomery Street, 13
th
Floor
San Francisco, California
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94111
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (415) 445-7444
600 Montgomery Street, 13
th
Floor, San Francisco, California 94111
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b)
On November 13, 2012, John J. Gilbert and Richard G. Wolford informed Diamond Foods, Inc. (Diamond) that they were resigning
from Diamonds Board of Directors (Board) effective November 14, 2012.
(d)
Effective November 14, 2012, William L. Tos. Jr. was appointed a member of the Board. Mr. Tos is a third-generation Northern California
family farmer and co-owner of Tos Farms, Inc., and a partner with the Tos Farming Company, a farm management company. Tos Farms harvest consists of peaches, plums, nectarines, cherries, table grapes, corn, alfalfa, walnuts and almonds. Mr. Tos
presently serves as an alternate member of the Walnut Marketing Board and the California Walnut Commission, and is a member of the Kings County (California) Board of Supervisors Agricultural Advisory Committee. From 1991 to 2005 he served as a
director of our predecessor, Diamond Walnut Growers, Inc. Mr. Tos received a B.S. degree from California Polytechnic State University.
As a non-employee member of the Board, Mr. Tos will be compensated pursuant to Diamonds standard director compensation arrangements. The description of Diamonds director compensation
arrangements filed as Exhibit 10.25 to Diamonds Annual Report on Form 10-K (Amendment No. 1) for the fiscal year ended July 31, 2011 is incorporated by reference herein. Diamond will also enter into its standard indemnification agreement with
Mr. Tos.
Mr. Tos, who is affiliated with a walnut grower from which Diamond purchases walnuts, has received from Diamond the
following payments for walnuts in fiscal 2012 and fiscal 2013 through November 14, 2012:
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Fiscal Year
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Grower Payments
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2013
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$
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10,081,876
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2012
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$
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9,550,179
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There is no arrangement or understanding between Mr. Tos and any other person pursuant to which
Mr. Tos was appointed as a member of the Board.
A copy of Diamonds press release regarding the foregoing matters
is filed as an exhibit to this report and incorporated by reference herein. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing of Diamond, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release issued by Diamond Foods, Inc, dated November 14, 2012, regarding changes to Board of Directors.
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SIGNATURE
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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DIAMOND FOODS, INC.
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Date: November 14, 2012
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By:
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/s/ Stephen Kim
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Name: Stephen Kim
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Title: SVP, General Counsel
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