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BNNY > SEC Filings for BNNY > Form 8-K on 13-Sep-2013All Recent SEC Filings

Show all filings for ANNIE'S, INC.

Form 8-K for ANNIE'S, INC.


13-Sep-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matt


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 10, 2013, Annie's, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders, upon the recommendation of the Company's board of directors (the "Board"), voted in favor of an amendment to the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation") to declassify the Board (the "Declassification Amendment"). The Declassification Amendment became effective upon its filing with the Secretary of State of the State of Delaware during a brief recess of the Annual Meeting and provides for the annual election of all directors.

Additionally, at the Annual Meeting, the Company's stockholders, upon the recommendation of the Board, voted in favor of an amendment to the Company's Certificate of Incorporation to eliminate various provisions related to Solera Capital, LLC and its affiliates (together, "Solera") that had become inapplicable (the "Inapplicable Provisions Deletion Amendment") because of Solera's reduced ownership of the Company's common stock. Specifically, the Inapplicable Provisions Deletion Amendment eliminated provisions that:

provided that for as long as Solera owned more than fifty percent (50%) of the total voting power of the Company, any director could be removed from office at any time for or without cause at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors;

permitted stockholders to act by written consent as long as Solera beneficially owned shares representing more than fifty percent (50%) of the total voting power of the Company;

provided that for as long as Solera owned more than fifty percent (50%) of the total voting power of the Company, the stockholders could adopt, amend or repeal the Company's amended and restated bylaws and amend, alter, change or repeal certain enumerated provisions of the Certificate of Incorporation of the Company with a majority vote of the total voting power of the Company; and

permitted Solera to call special meetings of stockholders, as long as it beneficially owned shares representing 35% or more of the total voting power of the Company.

The Inapplicable Provisions Deletion Amendment became effective upon its filing with the Secretary of State of the State of Delaware on September 10, 2013.

In light of the potential confusion that could result from multiple amendments to the Company's Certificate of Incorporation, the Board approved a Second Restated Certificate of Incorporation to be filed in the event each of the Declassification Amendment and the Inapplicable Provisions Deletion Amendment was approved by the Company's stockholders. The Second Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on September 10, 2013 after the filing of the Declassification Amendment and the Inapplicable Provisions Deletion Amendment.

In connection with approving the Inapplicable Provisions Deletion Amendment and recommending it to the Company's stockholders for approval at the Annual Meeting, the Board approved the Second Amended and Restated Bylaws of the Company, which incorporates conforming changes to Article I (Stockholders),
Section 1.02 (Special Meetings) and Section 1.12 (Action by Written Consent); Article II (Board of Directors), Section 2.04 (Removal of Directors; Vacancies); and Article XI (Amendment). The Second Amended and Restated Bylaws became effective immediately following the Annual Meeting.

The foregoing summaries of the Declassification Amendment, Inapplicable Provisions Deletion Amendment, Second Restated Certificate of Incorporation, and Second Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the Declassification


Amendment, Inapplicable Provisions Deletion Amendment, Second Restated Certificate of Incorporation, and Second Amended and Restated Bylaws, which are filed as Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4, respectively, to this Current Report on Form 8-K.



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

The 2013 Annual Meeting of Stockholders (the "Annual Meeting") of Annie's, Inc. (the "Company") was held on September 10, 2013. Five items of business were acted upon by the Company's stockholders at the Annual Meeting. The voting results were as follows:

1. The proposal to adopt an amendment to the Company's amended and restated certificate of incorporation (the "Certificate of Incorporation") to declassify the Company's board of directors (the "Declassification Amendment") was approved, based on the following votes:

                                                       Broker
           Votes For    Votes Against   Abstentions   Non-Votes     Total
           15,132,792       1,835         17,130      1,037,212   16,188,969

2. Each of the six declassified director nominees named in the Company's proxy statement were elected to serve until the 2014 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, based on the following votes:

                                                Votes         Broker
     Nominee                  Votes For       Withheld       Non-Votes         Total
     Molly F. Ashby            14,797,159       354,598       1,037,212       16,188,969
     John M. Foraker           15,073,793        77,964       1,037,212       16,188,969
     Julie D. Klapstein        14,847,631       304,126       1,037,212       16,188,969
     Lawrence S. Peiros        15,059,543        92,214       1,037,212       16,188,969
     Bettina M. Whyte          15,048,916       102,841       1,037,212       16,188,969
     Billie Ida Williamson     15,091,021        60,736       1,037,212       16,188,969

3. The proposal to adopt an amendment to the Company's Certificate of Incorporation to eliminate various provisions related to Solera Capital, LLC and its affiliates that had become inapplicable was approved, based on the following votes:

                                                       Broker
           Votes For    Votes Against   Abstentions   Non-Votes     Total
           15,125,556       8,835         17,366      1,037,212   16,188,969

4. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for its fiscal year ending March 31, 2014 was approved, based on the following votes:

Votes For Votes Against Abstentions Total 16,053,532 114,611 20,826 16,188,969



5. The proposal to approve, on an advisory basis, the compensation of Annie's named executive officers, as disclosed in the Company's proxy statement, was approved, based on the following votes:

                                                       Broker
           Votes For    Votes Against   Abstentions   Non-Votes     Total
           15,041,224      86,628         23,905      1,037,212   16,188,969

The proposal to elect two director nominees as Class II members of the Company's board of directors was not submitted to a vote because the Declassification Amendment was approved by the Company's stockholders and filed with the Secretary of State of the State of Delaware.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number         Description

3.1                    Certificate of Amendment of the Amended and Restated
                       Certificate of Incorporation of Annie's, Inc., dated
                       September 10, 2013 (effecting the declassification of the
                       Board of Directors of Annie's, Inc.)

3.2                    Certificate of Amendment of the Amended and Restated
                       Certificate of Incorporation of Annie's, Inc., dated
                       September 10, 2013 (effecting the elimination of various
                       provisions relating to Solera Capital, LLC and its
                       affiliates)

3.3                    Second Restated Certificate of Incorporation of Annie's,
                       Inc., dated September 10, 2013

3.4                    Second Amended and Restated Bylaws of Annie's, Inc.,
                       effective September 10, 2013


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