dar-2015.5.12-8K


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 12, 2015

DARLING INGREDIENTS 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))



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Item 5.07.
Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 12, 2015, the stockholders elected the Company's Board of Directors and voted upon two Board proposals contained within the Company's Proxy Statement dated March 31, 2015.

The Board nominees were elected with the following vote:

Nominee
For
Against
Abstentions
Broker Non Votes
 
 
 
 
 
Randall C. Stuewe
124,634,668
10,032,038
2,610,539
16,128,899
O. Thomas Albrecht
105,672,682
28,992,394
2,612,169
16,128,899
D. Eugene Ewing
106,868,650
27,799,266
2,609,329
16,128,899
Dirk Kloosterboer
133,542,364
1,121,344
2,613,537
16,128,899
Mary R. Korby
133,939,084
727,423
2,610,738
16,128,899
Charles Macaluso
132,682,250
1,984,974
2,610,021
16,128,899
John D. March
106,871,923
27,795,037
2,610,285
16,128,899
Justinus J.G.M. Sanders
133,867,782
797,164
2,612,299
16,128,899
Michael Urbut
133,373,165
1,287,247
2,616,833
16,128,899

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 January 2, 2016:

For
Against
Abstentions
Broker Non Votes
149,067,877

1,636,178

2,702,089

—



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

For
Against
Abstentions
Broker Non Votes
41,094,039

93,519,683

2,663,523

16,128,899


In light of the advisory vote on executive compensation, the Company's Compensation Committee intends to undertake a thorough review of the Company's existing executive compensation program and consider whether and to what extent changes to the program are appropriate.

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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 INGREDIENTS INC.
 
 
 
 
 
Date:  May 15, 2015 
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel
 



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