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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): May 27, 2021

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada 001-34198 Not Applicable
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

7301 Ohms Lane, Suite 600
Edina, Minnesota, 55439
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (952) 820-2518

2233 Argentia Road, Suite 401
Mississauga, Ontario, L5N 2X7, Canada
(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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class   Trading Symbols   Name of each exchange on which registered
Common Stock   STKL   The Nasdaq Stock Market LLC
Common Shares   SOY   The Toronto Stock Exchange
         

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b 2 of the Securities Exchange Act of 1934 (17 CFR §240.12b 2).

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.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

SunOpta Inc. (the "Company") held an Annual Meeting of Shareholders on May 27, 2021 (the "Meeting").  The matters voted upon at the Meeting included: (1) the election of eight directors of the Company for the ensuing year; (2) the appointment of Ernst & Young LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; and (3) a non-binding, advisory resolution to approve the compensation of the Company's named executive officers.

Our scrutineer reported the vote of the shareholders as follows:

1. Election of Directors

Director Name Votes For Votes Withheld Abstentions Broker Non-Votes
Dr. Albert Bolles 57,780,407 4,916,602 0 15,338,993
Derek Briffett 61,739,293 957,716 0 15,338,993
Joseph Ennen 61,796,705 900,304 0 15,338,993
Rebecca Fisher 61,737,643 959,366 0 15,338,993
R. Dean Hollis 61,218,199 1,478,810 0 15,338,993
Katrina Houde 60,643,315 2,053,694 0 15,338,993
Leslie Starr Keating 61,723,511 973,498 0 15,338,993
Kenneth Kempf 61,639,002 1,058,007 0 15,338,993

2.  Appointment of Independent Registered Public Accounting Firm

Votes For

Votes Against

Abstentions

Broker Non-Votes

77,474,107

316,406

245,489

-

3.  Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers

Votes For

Votes Against

Abstentions

Broker Non-Votes

60,196,824

2,330,118

170,067

15,338,993



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.

  SUNOPTA INC.
     
     
  By /s/ Jill Barnett
     
    Jill Barnett
    Chief Administrative Officer
     
     
  Date June 1, 2021


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