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DOLE > SEC Filings for DOLE > Form 8-K on 6-Dec-2012All Recent SEC Filings

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Form 8-K for DOLE FOOD CO INC


6-Dec-2012

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, O


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

(a) A special meeting of stockholders of the Company was held on December 6, 2012, beginning at 1:00 PM (Pacific Time).

(b) The stockholders: voted to approve the sale of Dole's worldwide packaged foods business and Asia fresh business as contemplated by the acquisition agreement by and between Dole and ITOCHU Corporation, dated as of September 17, 2012 (as it may be amended from time to time in accordance with the terms thereof) ("Sale Proposal"); voted on an advisory (non-binding) basis to approve the payment of certain compensation that may be paid or become payable to the Company's named executive officers; and voted to approve the adjournment or postponement of the special meeting of stockholders, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Sale Proposal.

A. Sale Proposal:

                         For                 81,766,144
                         Against                 27,486
                         Abstain                  5,129
                         Broker Non-Vote          8,479

B. Advisory Vote on Transaction-Related Compensation:

                         For                 63,218,997
                         Against             18,514,698
                         Abstain                 65,064
                         Broker Non-Vote          8,479


C. Adjourn/Postpone Meeting if Necessary:

                         For                 80,593,003
                         Against              1,202,788
                         Abstain                 11,447
                         Broker Non-Vote          8,479



Item 7.01. Regulation FD Disclosure

On December 6, 2012, Dole held a special meeting of its stockholders. The slide presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K is (except for the appendix thereto) the slide presentation made at such special meeting.



Item 8.01. Other Events

On December 6, 2012, Dole issued a press release re stockholder approval of the sale of Dole's worldwide packaged foods and Asia fresh businesses and new Dole planned leadership changes (Exhibit 99.1 to this Current Report on Form 8-K), and is making available the information set forth in the appendix to the slide presentation attached as Exhibit 99.2 to this Current Report on

Form 8-K.




Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

99.1    Press Release dated December 6, 2012 re stockholder approval of the sale
        of Dole's worldwide packaged foods and Asia fresh businesses and new Dole
        planned leadership changes.

99.2    Slide presentation discussed at special meeting of stockholders of Dole
        Food Company, Inc. on December 6, 2012, and appendix thereto.


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