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KKD > SEC Filings for KKD > Form 8-K on 14-Jun-2012All Recent SEC Filings

Show all filings for KRISPY KREME DOUGHNUTS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for KRISPY KREME DOUGHNUTS INC


14-Jun-2012

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On June 12, 2012, the shareholders of Krispy Kreme Doughnuts, Inc. (the "Company") approved the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive Plan (the "2012 Plan") at the Company's 2012 Annual Meeting of Shareholders (the "Annual Meeting"). The 2012 Plan, the term of which expires on June 11, 2022, replaces the Company's 2000 Stock Incentive Plan, as amended, which expires on June 30, 2012. The 2012 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock awards, performance unit awards, performance share awards, stock appreciation rights, and phantom stock awards. These awards may be granted to selected employees, consultants and non-employee directors of the Company, or a parent, subsidiary or other affiliate of the Company, in the discretion of the Compensation Committee (or a subcommittee thereof), or by any other committee or subcommittee appointed by the Board of Directors that is granted authority to administer the plan.

The 2012 Plan authorizes the issuance of no more than 3,550,000 total shares of Company common stock, less one share for every one share that was subject to an option or stock appreciation right granted after January 29, 2012 under the Company's 2000 Stock Incentive Plan, as amended, or the Company's 1998 Stock Option Plan and one and thirty three-hundredths (1.33) shares for every one share that was subject to an award other than an option or stock appreciation right granted after January 29, 2012 under the Company's 2000 Stock Incentive Plan, as amended, or the Company's 1998 Stock Option Plan. These share limitations are subject to adjustment for anti-dilution purposes as provided in the 2012 Plan. Any shares that are subject to options or stock appreciation rights awarded under the 2012 Plan will be counted against the 2012 Plan limit as one share for every one share granted, and any shares that are subject to 2012 Plan awards other than options or stock appreciation rights will be counted against this limit as one and thirty three-hundredths (1.33) shares for every one share granted.

The foregoing summary description of the 2012 Plan is qualified in its entirety by reference to the copy of the 2012 Plan that is attached to this Current Report on Form 8-K as Exhibit 10.1. For additional information regarding the 2012 Plan, please refer to Proposal 3 - "Approval of the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive Plan" on pages 55-65 of the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on May 11, 2012, which is incorporated herein by reference as Exhibit 10.2.



Item 5.07 Submission of Matters to a Vote of Security Holders.

(a), (b)

A total of 61,032,404 shares of the Company's common stock were present or represented by proxy at the Annual Meeting on June 12, 2012 to consider and vote on the matters listed below. This represented approximately 89.6 % of the Company's 68,099,848 shares of common stock that were outstanding and entitled to vote at the Annual Meeting. The proposals set forth below, each of which is described in more detail in the Company's 2012 definitive proxy statement filed with the SEC on May 11, 2012, were submitted to a vote of the shareholders and approved at the Annual Meeting.


Election of Directors

   The shareholders of the Company elected each of the director nominees
nominated by the Company's Board of Directors as Class I directors with terms
expiring in 2015. The voting results were as follows:

Name of Nominee         Votes For      Votes Withheld     Broker Non-Votes
James H. Morgan         26,678,945     7,995,880          26,357,579
Andrew J. Schindler     26,668,070     8,006,755          26,357,579
Togo D. West, Jr.       26,618,866     8,055,959          26,357,579

Advisory Vote on Executive Compensation

The shareholders of the Company approved, on an advisory basis, the compensation of our named executive officers as disclosed in our 2012 Proxy Statement. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 32,583,918 867,007 1,223,900 26,357,579

Approval of the 2012 Stock Incentive Plan

The shareholders of the Company approved the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive Plan. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 30,323,796 4,214,754 136,275 26,357,579

Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending February 3, 2012. The voting results were as follows:

Votes For Votes Against Abstentions 59,117,588 1,736,160 178,656



Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit No.     Description
10.1            Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive Plan

10.2            Definitive Proxy Statement, filed on Schedule 14A with the SEC on May 11,
                2012 and incorporated herein by reference


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