Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
       
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported)
May 8, 2018

DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-13323
36-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS
75038
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code:
(972) 717-0300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 8, 2018, the stockholders elected the Company's Board of Directors and voted upon two Board proposals contained within the Company's Proxy Statement dated March 28, 2018.

The Board nominees were elected with the following vote:

Nominee
For
Against
Abstentions
Broker Non-Votes
 
 
 
 
 
Randall C. Stuewe
143,350,953

4,538,386

1,979,713

5,251,484

Charles Adair
148,961,328

898,804

8,920

5,251,484

D. Eugene Ewing
149,095,040

763,542

10,470

5,251,484

Linda Goodspeed
148,658,475

1,201,859

8,718

5,251,484

Dirk Kloosterboer
149,327,615

533,170

8,267

5,251,484

Mary R. Korby
147,193,899

2,665,119

10,034

5,251,484

Cynthia Pharr Lee
147,443,064

2,360,243

65,745

5,251,484

Charles Macaluso
144,015,574

3,873,582

1,979,896

5,251,484

Gary W. Mize
147,497,853

2,362,029

9,170

5,251,484

Michael E. Rescoe
149,333,182

500,101

35,769

5,251,484


The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending December 29, 2018:

For
Against
Abstentions
Broker Non-Votes
150,111,629

4,978,926

29,981

—


Board proposal to approve, on an advisory basis, the Company’s executive compensation:

For
Against
Abstentions
Broker Non-Votes
145,480,339

4,329,551

59,162

5,251,484




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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
DARLING INGREDIENTS INC.
 
 
 
 
 
Date:  May 10, 2018
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel
 



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