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PTRY > SEC Filings for PTRY > Form 8-K on 19-Mar-2014All Recent SEC Filings

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Form 8-K for PANTRY INC


19-Mar-2014

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Securit


Item 1.01 Entry into a Material Definitive Agreement.
In connection with the appointment of Thomas W. Dickson, Todd E. Diener, James C. Pappas and Joshua E. Schechter as directors (as described in Item 5.07 below) of The Pantry, Inc. (the "Company"), they will enter into the Company's standard form of indemnification agreement, which agreement generally requires the Company to indemnify Mr. Dickson, Mr. Diener, Mr. Pappas and Mr. Schechter to the fullest extent permitted by law. Among other things, the indemnification agreement requires the Company to indemnify Mr. Dickson, Mr. Diener, Mr. Pappas and Mr. Schechter, for expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by them in any action or proceeding, including but not limited to any action by or in the right of the Company, on account of services as a director or officer, as applicable, of the Company, or as a director or officer of any other company or enterprise to which Mr. Dickson, Mr. Diener, Mr. Pappas or Mr. Schechter provides services at the Company's request.



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

The Company held its Annual Meeting of Stockholders on March 13, 2014. The stockholders considered four proposals, each of which is described in more detail in the Company's definitive proxy statement dated February 13, 2014. On March 13, 2014, the Company issued a press release announcing the preliminary results of its Annual Meeting of Stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Proposal 1: Election of nine nominees to serve as directors each for a term of one year or until the election and qualification of his or her successor. The votes were cast as follows:
Name Votes For Votes Withheld Robert F. Bernstock 3,270,268 41,421 Thomas W. Dickson 18,592,900 2,250,386 Wilfred A. Finnegan 18,432,232 2,411,054

Kathleen R. Guion   18,595,720   2,247,566
Dennis G. Hatchell  18,592,600   2,250,686
Edwin J. Holman     3,090,342      67,895
Terry L. McElroy    18,442,500   2,400,786
Mark D. Miles       18,430,612   2,412,674
Thomas M. Murnane   3,116,916      41,321
Todd E. Diener      17,647,134     37,915
James C. Pappas     16,562,358   1,122,691

Joshua E. Schechter 9,018,255 8,513,342

Abstentions: 0

Nine director nominees were duly elected. They are as follows: Thomas W. Dickson, Todd E. Diener, Wifred A. Finnegan, Kathleen R. Guion, Dennis G. Hatchell, Terry L. McElroy, Mark D. Miles, James C. Pappas and Joshua E. Schechter.

Proposal 2: Advisory (nonbinding) vote to approve named executive officer compensation ("say-on-pay"). The votes were cast as follows:

Votes For Votes Against Abstain
Advisory (nonbinding) vote on executive
compensation 19,672,177 489,431 681,678

Proposal 2 was approved on an advisory basis.

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 25, 2014. The votes were cast as follows:

Votes For Votes Against Abstain
Ratification of appointment of Independent Public Accountants 20,156,993 131,299 554,995


Proposal 3 was approved.

Proposal 4: Consider on an advisory (nonbinding) basis a stockholder proposal requesting a human rights report. The votes were cast as follows:

Votes For Votes Against Abstain
Advisory (nonbinding) vote on a stockholder proposal requesting a human rights report 6,757,899 11,602,724 2,482,661

Proposal 4 was not approved.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
99.1 Press Release dated March 13, 2014


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