Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2012, Annie's, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") relating to the sale by certain stockholders of the Company (the "Selling Stockholders") of 3,649,976 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), in a follow-on public offering of its Common Stock pursuant to the Company's Registration Statement on Form S-1 (File No. 333-182706) (the "Registration Statement"). The Shares include 476,084 shares of the Company's Common Stock that will be purchased by the Underwriters (as defined below) pursuant to an overallotment option that was granted to the Underwriters under the terms of the Underwriting Agreement and exercised in full. Pursuant to the terms of the Underwriting Agreement, the closing of the sale of the Shares is to occur on August 6, 2012 at a purchase price per share paid to the Selling Stockholders of $37.39 (the offering price to the public of $39.25 per share minus the Underwriters' discount). The form of Underwriting Agreement, entered into by and among the Company, the Selling Stockholders, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, William Blair & Company, LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated and Canaccord Genuity Inc. (collectively, the "Underwriters"), is filed as Exhibit 1.1 hereto. The Underwriting Agreement includes certain customary representations, warranties and covenants by the Company and the Selling Stockholders, and it provides that the Company and Selling Stockholders will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities.

The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listings.

On August 2, 2012, Annie's, Inc. (the "Company") received a letter (the "Letter") from the New York Stock Exchange (the "NYSE") advising that the Company did not comply with Sections 204.21 and 401.02 of the NYSE Listed Company Manual (the "Listed Company Manual"), which required that the Company notify the NYSE of the record date for its 2012 Annual Meeting of Stockholders at least ten days prior to such record date. The Letter was issued to the Company pursuant to Section 303A.13 of the Listed Company Manual. The Letter sets forth that in determining to issue the Letter and not initiate the delisting of the Company's securities, the NYSE took into consideration, among other factors, that this is the first time that the Company has failed to satisfy the notice requirements of Sections 204.21 and 401.02 of the Listed Company Manual.

The Company confirms July 13, 2012 as the record date for its 2012 Annual Meeting of Stockholders, to be held on September 10, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is being filed with this Current Report on Form 8-K: Exhibit Number Description 1.1 Form of Underwriting Agreement (incorporated by reference to the Company's Registration Statement on Form S-1, as amended (Registration Number 333-182706), filed with the Securities and Exchange Commission)

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