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FDO > SEC Filings for FDO > Form 8-K on 23-Jan-2013All Recent SEC Filings

Show all filings for FAMILY DOLLAR STORES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for FAMILY DOLLAR STORES INC


23-Jan-2013

Submission of Matters to a Vote of Security Holders, Other Events, Finan


Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders of Family Dollar Stores, Inc. (the "Company") held on January 17, 2013, stockholders voted:
(1) To elect to our Board of Directors the eleven nominees named in the Proxy Statement for the Annual Meeting as follows:

                           Shares         Shares
Nominee                  Voting For   Withholding Vote
Mark R. Bernstein        91,213,269          2,456,117
Pamela L. Davies         91,895,537          1,773,849
Sharon Allred Decker     91,425,761          2,243,625
Edward C. Dolby          91,903,418          1,765,968
Glenn A. Eisenberg       93,231,027            438,359
Edward P. Garden         93,503,991            165,395
Howard R. Levine         87,895,293          5,774,093
George R. Mahoney, Jr.   91,316,435          2,352,951
James G. Martin          92,803,550            865,836
Harvey Morgan            93,541,156            128,230
Dale C. Pond             91,926,849          1,742,537

There were no abstentions and 7,860,152 broker non-votes with respect to the election to the Board of Directors.

(2) To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers as described in the Compensation Discussion and Analysis and tabular compensation disclosure in the attached Proxy Statement, with 90,544,390 shares voted for, 2,851,212 shares voted against, and 273,784 shares abstaining. There were 7,860,152 broker non-votes with respect to the approval of the non-binding advisory resolution to approve the compensation of the Company's named executive officers.

(3) To vote on a proposal to approve the Family Dollar Stores, Inc. Employee Stock Purchase Plan as described in the Company's Proxy Statement, with 93,092,651 shares voted for, 442,407 shares voted against, and 134,328 shares abstaining. There were 7,860,152 broker non-votes with respect to the approval of the Family Dollar Stores, Inc. Employee Stock Purchase Plan.

(4) To ratify the action of our Audit Committee of the Board of Directors in selecting PricewaterhouseCoopers LLP as independent registered public accountants of the Company and its subsidiaries for fiscal 2013, with 100,700,725 shares voted for, 480,902 shares voted against, and 347,911 shares abstaining. There were no broker non-votes with respect to the appointment of PricewaterhouseCoopers LLP.

(5) To vote on a stockholder proposal to urge the Company to amend its Business Partner Code of Conduct, with 4,781,793 shares voted for, 78,894,369 shares voted against, and 9,993,224 shares abstaining. There were 7,860,152 broker non-votes with respect to the stockholder proposal.




Item 8.01. Other Events.

On January 17, 2013, the Company's Board of Directors decided to increase the amount of the regular quarterly dividend payment to $0.26 per share, an increase of 23.8% from the preceding quarterly cash dividend of $0.21 per share. The increase will be effective with the declaration of the next quarterly dividend.

In addition, on January 17, 2013, the Company's Board of Directors authorized the Company to purchase an additional $300 million of its common stock through its existing share-repurchase program. The Company intends to fund these repurchases through cash from operations. The share-repurchase program does not have an expiration date, and share repurchases may be effected through trading plans, open-market repurchases, privately negotiated transactions, accelerated share-repurchase transactions, and/or other transactions. The timing and amount of repurchase transactions under this program will depend upon market conditions, corporate considerations and regulatory requirements. This new authorization is in addition to the Company's current share-repurchase authorization. Prior to the new authorization, the Company had existing authorization to repurchase approximately $94 million of its common stock.

A copy of the news release issued by the Company announcing the increase in the quarterly cash dividend and the additional share repurchase authorization is attached hereto as Exhibit 99 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99 - News Release dated January 17, 2013, regarding the Company's increase in the quarterly cash dividend and additional share repurchase authorization


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