- Current report filing (8-K)
07 März 2011 - 11:05PM
Edgar (US Regulatory)
UNITED STATES
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): March 7, 2011
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DEL MONTE FOODS COMPANY
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-14335
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13-3542950
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Maritime Plaza
San Francisco, California
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94111
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(415) 247-3000
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One Market @ The Landmark
San Francisco, California
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(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 7, 2011, at a special meeting of stockholders of Del Monte Foods Company (the Company) held on February 15, 2011 and reconvened on March 7, 2011, the Companys
stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated November 24, 2010 (as it may be amended from time to time, the Merger Agreement), by and among the Company, Blue Acquisition Group, Inc., a Delaware
corporation (Parent), and Blue Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). The Merger Agreement provides for the merger of Merger Sub with and into the Company. The
stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. This proposal to adjourn the special meeting to a later date was not implemented since the
proposal to adopt the Merger Agreement was approved by the stockholders of the Company.
Set forth below, with respect to each such proposal,
are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.
Proposal 1:
Adopt the Merger Agreement
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For
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Against
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Abstain
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Broker Non-Vote
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149,829,208
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1,603,244
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2,384,232
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0
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Proposal 2:
Adjourn the Special Meeting to Solicit Additional Proxies
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For
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Against
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Abstain
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Broker Non-Vote
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138,061,197
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13,015,270
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2,740,217
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0
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A copy of the press release issued by
the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
The following exhibit
is filed herewith:
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Exhibit
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Description
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99.1
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Del Monte Foods Company Press Release dated March 7, 2011
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SIGNATURE
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.
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Del Monte Foods Company
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Date: March 7, 2011
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By:
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/s/ James Potter
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Name: James Potter
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Title: Secretary
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INDEX OF EXHIBITS
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Exhibit
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Description
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99.1
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Del Monte Foods Company Press Release dated March 7, 2011
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4
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