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FRED > SEC Filings for FRED > Form 8-K on 23-Jun-2014All Recent SEC Filings

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Form 8-K for FREDS INC


23-Jun-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders

On June 18, 2014, Fred's, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders at which the Company's shareholders considered and voted on the following three proposals: (1) the election of Directors for a one-year term,
(2) the ratification of the election of BDO USA, LLP as our registered public accounting firm and (3) the approval, on a advisory basis, of the Company's executive compensation.

At the close of business on May 2, 2014, the record date, the Company had 36,854,884 shares of common stock issued and outstanding. There were 35,133,170 shares represented in person or by proxy at the Annual Meeting, which comprise a majority of the issued and outstanding shares of common stock as of the record date.

The final results of the vote on the three shareholder proposals are as follows:

Proposal 1. Election of the Directors

At the Annual Meeting of the Shareholders of Fred's, Inc., held on June 18, 2014, Michael J. Hayes, John R. Eisenman, Thomas H. Tashjian, B. Mary McNabb, Michael T. McMillan, Bruce A. Efird and Steven R. Fitzpatrick were elected as directors of the Company by vote of the shareholders. The results of the voting were as follows:

Election of Directors:      For       Withheld
Michael J. Hayes         30,725,058   2,387,899
John R. Eisenman         32,194,893    918,064
Thomas H. Tashjian       30,795,003   2,317,954
B. Mary McNabb           32,374,882    738,075
Michael T. McMillan      32,295,199    817,758
Bruce A. Efird           32,320,460    792,497
Steven R. Fitzpatrick    32,907,565    205,392

There were no abstentions and 2,020,213 broker non-votes with respect to this proposal.

Proposal 2. Approve Selection of Independent Registered Public Accounting Firm

The shareholders voted to ratify the appointment of BDO USA, LLP as our registered public accounting firm for the fiscal year ending January 31, 2015. The results of the voting were as follows:

For Against Abstain
34,387,671 178,973 566,526

There were no broker non-votes with respect to this proposal.

Proposal 3. Advisory vote on Executive Compensation

The shareholders voted to approve, on a nonbinding, advisory basis, the compensation of our executive officers. The results of the voting were as follows:

For Against Abstain
32,485,186 603,304 24,462

There were 2,020,218 broker non-votes with respect to this proposal.

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