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Effective as of October 11, 2012, the stockholders of Landec Corporation (the “Company”) approved an amendment to its Bylaws to increase the number of authorized directors to no fewer than six (6) and no more than ten (10). Attached as Exhibit 3.1 to this filing is a copy of the Amended and Restated Bylaws, as amended through October 11, 2012.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 11, 2012, the Company held its Annual Meeting of Stockholders. The four proposals presented to stockholders were the amendment to the Bylaws to increase the number of authorized directors to no fewer than six (6) and no more than ten (10), the election of four Class 1 directors, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 26, 2013, and a non-binding advisory proposal approving executive compensation.
1.
The amendment to the Bylaws was approved, with votes as follows: 20,255,040 votes for approval and 97,031 votes against approval, with 81,026 votes abstaining and 3,575,932 broker non-votes.
2.
The voting results for the election of directors were as follows:
Director
Votes For
Votes Withheld
Broker Non Votes
Gary T. Steele
20,006,095
427,002
3,575,932
Frederick Frank
19,995,971
437,126
3,575,932
Steven Goldby
20,111,551
321,546
3,575,932
Stephen E. Halprin
20,004,789
428,308
3,575,932
All of the nominees were elected to serve two year terms.
3. Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 26, 2013, with votes as follows: 23,933,604 votes for approval and 67,572 votes against approval, with 7,853 votes abstaining.
4. Stockholders approved the compensation paid to the Company’s named executive officers (in the form of a non-binding, advisory vote), with votes as follows:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
