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DMND > SEC Filings for DMND > Form 8-K on 15-Jan-2014All Recent SEC Filings

Show all filings for DIAMOND FOODS INC



Submission of Matters to a Vote of Security Holders

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

On January 14, 2014, Diamond Foods, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on November 22, 2013, the record date for the Annual Meeting, 22,475,123 shares of common stock of the Company were outstanding and entitled to vote. At the Annual Meeting, 18,209,196 shares, or 81%, of the outstanding common shares entitled to vote, were represented in person or by proxy.

At the Annual Meeting, stockholders voted on the following proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 27, 2013, and cast their votes as described below.

1. Elect the three Class III nominees listed below to hold office until the 2017 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

                                                      Votes          Broker
            Name                   Votes For        Withheld        Non-Votes
            Class II Directors:
            Ed Blechschmidt          9,957,392       2,995,888       5,255,916
            R. Dean Hollis           8,958,904       3,991,847       5,225,916
            Robert Zollars          12,071,861         878,890       5,225,916

2. Ratifiy the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending July 31, 2014:

Votes For Votes Against Abstentions 17,889,597 217,481 102,118

3. Approve the following resolution:

"RESOLVED, that Diamond Foods, Inc.'s stockholders approve, on an advisory basis, the compensation paid to the named executive officers, as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules, including the Compensation Discussion and Analysis, the executive compensation tables and related narrative discussion."

Votes For Votes Against Abstentions Broker Non-Votes 10,424,340 1,607,556 921,384 5,225,916

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