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CENT > SEC Filings for CENT > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for CENTRAL GARDEN & PET CO

Form 8-K for CENTRAL GARDEN & PET CO


13-Feb-2014

Submission of Matters to a Vote of Security Holders


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

On February 10, 2014, at the Annual Meeting, the following proposals were submitted to the stockholders:

1. The election of seven directors to serve until the 2015 Annual Meeting and until their successors are duly elected and qualified.

2. The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 27, 2014.

3. The approval of the advisory (non-binding) resolution relating to executive compensation.

For more information about the foregoing proposals, see the Company's proxy statement dated December 27, 2013, the relevant portions of which are incorporated herein by reference. Holders of the Company's Common Stock are entitled to one vote per share and holders of the Company's Class B Stock are entitled to the lesser of ten votes per share or 49% of the total number of votes of Common Stock and Class B Stock which are voted for a director or on a proposal. Holders of the Company's Common Stock and holders of the Company's Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal One:

The following individuals were elected to serve as directors until the Company's
next annual meeting and until their respective successors are elected and
qualified by the votes set forth in the following table:



      Director Nominee               For           Withheld        Broker Non-Votes
      William E. Brown             12,613,726       2,381,168              3,191,754
      Brooks M. Pennington III     12,559,221       2,435,673              3,191,754
      John B. Balousek             14,962,652          32,242              3,191,754
      David N. Chichester          14,962,637          32,257              3,191,754
      Alfred A. Piergallini        14,964,652          30,242              3,191,754
      John R. Ranelli              12,616,322       2,378,572              3,191,754
      M. Beth Springer             14,963,660          31,234              3,191,754


Proposal Two:

The appointment of Deloitte & Touché LLP as the Company's independent registered public accounting firm for fiscal year 2014 was ratified, by the votes set forth in the following table:

For Against Abstain Broker Non-Votes(1) 21,045,724 103,858 52,863 0

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

Proposal Three:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, by the votes set forth in the following table:

For Against Abstain Broker Non-Votes 14,700,712 272,274 41,173 3,191,754


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