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): November 8, 2010 (November 3, 2010)
JOHN B. SANFILIPPO & SON, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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0-19681
(Commission File Number)
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36-2419677
(I.R.S. Employer
Identification
Number) |
1703 North Randall Road, Elgin, Illinois 60123-7820
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (847) 289-1800
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):
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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))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
On November 3, 2010, the Board of Directors of John B. Sanfilippo & Son, Inc. (the “Registrant”)
adopted a revised form of Non-Employee Director Restricted Stock Unit Award Agreement that does not
contain an automatic deferral feature (the “Agreement”). Non-employee directors will have the
option to enter into either the Agreement, or a previously approved form of Non-Employee Director
Restricted Stock Unit Award Agreement that does contain an automatic deferral feature. The
Agreement provides for grants of Restricted Stock Units (“RSUs”) under the John B. Sanfilippo &
Son, Inc. 2008 Equity Incentive Plan, pursuant to which the awards to employees, directors, and
other individuals providing services to the Company are made.
The period of restriction with respect to RSUs granted pursuant to the Agreement is from the date
of grant through the date of the Company’s next annual meeting of stockholders. In general,
pursuant to the Agreement, each RSU for which the period of restriction has lapsed will convert to
one share on the day following the day the period of restriction ends with respect to the RSU, with
the share being delivered to the recipient as soon as administratively possible thereafter (but no
later than sixty (60) days thereafter).
If the recipient’s termination of service is on account of death or permanent disability, then all
of the unvested RSUs shall immediately become nonforfeitable and the restrictions with respect to
the RSUs shall lapse as of the date of death or the date the Compensation Committee determines that
a permanent disability occurred. However, if the recipient’s termination of service is on account
of any other reason, including retirement, then all unvested RSUs shall be forfeited as of the end
of the day of such termination of service. Recipients may not sell, transfer, assign, pledge or
otherwise dispose of the RSUs granted pursuant to the Agreement, other than by will or by the laws
of descent and distribution, until the share payment date.
The foregoing summary of the Agreement is qualified in its entirety by reference to the full text
of the Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
On November 3, 2010, the Registrant held the annual meeting of its stockholders. The final
results of voting for each matter submitted to a vote of stockholders at the meeting are set forth
below.
(i) The following directors were elected at the meeting and the voting for each director was as
follows (with Common Stock and Class A Common Stock stockholders voting separately):
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| Nominee |
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For |
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Withhold |
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Broker Non-Vote |
| (Common Stock Directors and Voting Results) |
Governor Jim Edgar |
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4,992,453 |
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124,117 |
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2,424,056 |
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Daniel M. Wright |
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5,001,805 |
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114,765 |
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2,424,056 |
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| (Class A Common Stock Directors and Voting Results) |
Jasper B. Sanfilippo |
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2,597,426 |
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0 |
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0 |
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Jasper B. Sanfilippo, Jr. |
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2,597,426 |
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0 |
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0 |
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Jeffrey T. Sanfilippo |
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2,597,426 |
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0 |
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0 |
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Mathias A. Valentine |
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2,597,426 |
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0 |
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0 |
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Michael J. Valentine |
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2,597,426 |
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0 |
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0 |
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Timothy R. Donovan |
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2,597,426 |
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0 |
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0 |
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(ii) The Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Registrant’s
independent auditor for the fiscal year ending June 30, 2011 was ratified by the following vote
(with Common Stock and Class A Common Stock stockholders voting together):
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For |
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Against |
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Abstain |
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Broker Non-Vote |
PricewaterhouseCoopers LLP |
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33,467,894 |
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46,542 |
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450 |
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0 |
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