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
September 21, 2015
Date of report (Date of earliest event reported)
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction
of Incorporation)
| 0-20572 | 41-0886515 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 1031 Mendota Heights Road St. Paul, Minnesota |
55120 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(651) 686-1600
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e) The Board of Directors of Patterson Companies, Inc. (the “Company”) previously approved the Company’s 2015 Omnibus Incentive Plan, subject to shareholder approval. On September 21, 2015, the shareholders of the Company approved the Company’s 2015 Omnibus Incentive Plan. The terms and conditions of such plan are set forth under the caption “Proposal No. 2 Approval of Our 2015 Omnibus Incentive Plan” in our Definitive Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission on August 7, 2015. Such description, which is qualified in its entirety by reference to the 2015 Omnibus Incentive Plan at Exhibit 10.1 to this report, is incorporated by reference in response to this Item 5.02.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The Company held its annual meeting of shareholders on September 21, 2015. The matters that were voted upon at the meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal No. 1: Election of Directors
Scott P. Anderson, John D. Buck, Jody H. Feragen, Sarena S. Lin, Ellen A. Rudnick, Neil A. Schrimsher, Les C. Vinney and James W. Wiltz were elected directors of the Company to have terms expiring in 2016, and until their successors shall be elected and duly qualified. The results of the vote were as follows:
| For | Withheld | Broker Non-Votes |
||||||||||
| Scott P. Anderson |
80,112,371 | 4,249,393 | 8,496,110 | |||||||||
| John D. Buck |
83,057,881 | 1,303,883 | 8,496,110 | |||||||||
| Jody H. Feragen |
83,287,517 | 1,074,247 | 8,496,110 | |||||||||
| Sarena S. Lin |
83,646,196 | 715,568 | 8,496,110 | |||||||||
| Ellen A. Rudnick |
82,804,680 | 1,557,084 | 8,496,110 | |||||||||
| Neil A. Schrimsher |
83,292,051 | 1,069,713 | 8,496,110 | |||||||||
| Les C. Vinney |
83,674,029 | 687,735 | 8,496,110 | |||||||||
| James W. Wiltz |
52,486,972 | 31,874,792 | 8,496,110 | |||||||||
Proposal No. 2: Approval of Our 2015 Omnibus Incentive Plan
The proposal to approve the Company’s 2015 Omnibus Incentive Plan was approved. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker | |||
| 77,906,236 | 5,608,404 | 847,124 | 8,496,110 |
Proposal No. 3: Advisory Approval of Our Executive Compensation Program
The proposal regarding advisory approval of the Company’s executive compensation program was approved. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 80,405,855 | 3,339,026 | 616,883 | 8,496,110 |
Proposal No. 4: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The proposal to ratify the appointment of Ernst and Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2016 was approved. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 90,788,002 | 1,591,629 | 478,243 |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
| (d) | See “Exhibit Index” |
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.
| PATTERSON COMPANIES, INC. | ||||||
| Date: September 22, 2015 | By: | /s/ Ann B. Gugino | ||||
| Ann B. Gugino | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 10.1 | 2015 Omnibus Incentive Plan (incorporated by reference to our Definitive Schedule 14A (Proxy Statement), filed on August 7, 2015 (File No. 000-20572)). | |