dar-2012.5.11-8K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
May 8, 2012

DARLING INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-13323
36-2495346
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS
75038
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
Registrant’s telephone number, including area code:
(972) 717-0300

 
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):
¨
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.

At the annual meeting of stockholders held on May 8, 2012, the stockholders elected the Company's Board of Directors and voted upon three Board proposals contained within the Company's Proxy Statement dated March 28, 2012.

The Board nominees were elected with the following vote:

Nominee
For
Against
Abstentions
Broker Non Votes
 
 
 
 
 
Randall C. Stuewe
101,007,955
2,238,160
50,341
8,102,066
O. Thomas Albrecht
100,649,480
2,624,022
22,954
8,102,066
D. Eugene Ewing
101,256,834
1,989,291
50,331
8,102,066
Charles Macaluso
102,219,653
1,052,498
24,305
8,102,066
John D. March
101,480,684
1,791,427
24,345
8,102,066
Michael Rescoe
101,267,739
1,979,417
49,300
8,102,066
Michael Urbut
102,234,325
1,037,936
24,195
8,102,066

The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company's independent registered public accountant for the fiscal year ending December 29, 2012:

For
Against
Abstentions
Broker Non Votes
 
 
 
 
109,294,398
1,087,364
1,016,760
—

Board proposal to approve, on an advisory basis, the Company's executive compensation:

For
Against
Abstentions
Broker Non Votes
 
 
 
 
95,855,447
3,711,454
3,729,555
8,102,066

Board proposal to approve the Company's 2012 Omnibus Incentive Plan:

For
Against
Abstentions
Broker Non Votes
 
 
 
 
94,133,458
5,457,656
3,705,342
8,102,066





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.

 
 
 
 
DARLING INTERNATIONAL INC.
 
 
 
 
 
Date:  May 11, 2012 
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel