8-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 12, 2015

 

 

SANDERSON FARMS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Mississippi   1-14977   64-0615843

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

127 Flynt Road

Laurel, Mississippi

  39443
(Address of principal executive offices)   (Zip Code)

(601) 649-4030

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box 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))

 

 

 


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

The Registrant held its annual meeting of stockholders on February 12, 2015. At the meeting, the stockholders took the following actions:

 

  1. The stockholders voted to re-elect the following Class B directors for a three-year term by the votes set forth below:

 

Name

   For      Withheld      Broker Non-Votes  

John H. Baker, III

     16,342,006         433,159         2,007,412   

John Bierbusse

     16,377,169         397,996         2,007,412   

Mike Cockrell

     15,612,518         1,162,647         2,007,412   

 

  2. The stockholders voted to approve, in a non-binding advisory vote pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures, in the Registrant’s definitive proxy statement filed January 15, 2015, by the votes set forth below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

16,168,686

   497,272    109,208    2,007,412

 

  3. The stockholders voted to ratify and approve the selection of Ernst & Young LLP as the Registrant’s independent auditors for the fiscal year ending October 31, 2015, by the votes set forth below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

18,644,472

     49,359      88,746    0


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.

SANDERSON FARMS, INC.

(Registrant)

 

Date: February 16, 2015 By:

/s/ D. Michael Cockrell

D. Michael Cockrell
Treasurer and Chief Financial Officer