|
Quotes & Info
|
| GEF > SEC Filings for GEF > Form 8-K on 1-Mar-2013 | All Recent SEC Filings |
1-Mar-2013
Results of Operations and Financial Condition, Submission of Matters to a Vote of Secur
On February 27, 2013, Greif, Inc. (the "Company") issued a press release (the "Earnings Release") announcing the financial results for its first quarter ended January 31, 2013. The full text of the Earnings Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Earnings Release included the following non-GAAP financial measures (the "non-GAAP Measures"):
(i) EBITDA of the Company on a consolidated basis, which is equal to net income plus interest expense, net plus income tax expense less equity earnings of unconsolidated affiliates, net of tax plus depreciation, depletion and amortization, each on a consolidated basis;
(ii) EBITDA for each of the Company's business segments, which is equal to that business segment's operating profit less that segment's other expense (income), net plus that segment's depreciation, depletion and amortization expense, as applicable to that segment;
(iii) net working capital of the Company on a consolidated basis, which is equal to current assets less current liabilities less cash and cash equivalents, each on a consolidated basis;
(iv) free cash flows of the Company on a consolidated basis, which is equal to cash provided by (used in) operating activities less purchases of properties, plants, equipment and timber properties; and
(v) net debt of the Company on a consolidated basis, which is equal to long-term debt plus the current portion of long-term debt plus short-term borrowings less cash and cash equivalents, each on a consolidated basis.
Management of the Company uses the non-GAAP Measures to evaluate ongoing operations and believes that these non-GAAP Measures are useful to enable investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the non-GAAP Measures provide a more stable platform on which to compare the historical performance of the Company than the most nearly equivalent GAAP data.
The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 25, 2013. At the Annual Meeting, the holders of the Company's Class B Common Stock (the "Class B Stockholders") voted on the following proposal and cast their votes as described below.
Proposal 1
At the Annual Meeting of Stockholders, each of the following nominees was
elected to the Company's Board of Directors for a one-year term. The inspectors
of election certified the following vote tabulation as to the shares of the
Class B Stockholders.
For Withheld
Vicki L. Avril 18,231,229 129,658
Bruce A. Edwards 18,235,679 125,208
Mark A. Emkes 18,354,492 6,395
John F. Finn 18,239,699 121,188
David B. Fischer 18,354,242 6,645
Michael J. Gasser 18,347,957 12,930
Daniel J. Gunsett 18,054,819 306,068
Judith D. Hook 18,353,487 7,400
John W. McNamara 18,234,774 126,113
Patrick J. Norton 18,354,542 6,345
|
On February 28, 2013, management of the Company held a conference call with interested investors and financial analysts to discuss the Company's financial results for its first quarter ended January 31, 2013. The file transcript is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Exhibit 99.3 to this Form 8-K includes certain quarterly statistical information for Greif, Inc. and its subsidiaries for the fiscal years ended October 31, 2011 and October 31, 2012 and the quarter ended January 31, 2013. This information is being disclosed under both Items 7.01 and 8.01 of this Form 8-K and shall be considered furnished under Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
(d) Exhibits.
Exhibit No. Description
99.1 Press release issued by Greif, Inc. on February 27, 2013
announcing the financial results for its first quarter ended
January 31, 2013.
99.2 File transcript of conference call held by management of Greif,
Inc. on February 28, 2013.
99.3 Greif, Inc. - certain quarterly statistical information for the
fiscal years ended October 31, 2010, 2011 and 2012 and the
quarter ended January 31, 2013.
|
|
|