SEC Document


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 10, 2016

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 10, 2016, 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, 2016.

The Board nominees were elected with the following vote:


Nominee
For
Against
Abstentions
Broker Non Votes
 
 
 
 
 
Randall C. Stuewe
131,750,213

7,924,815

66,307

8,102,649

D. Eugene Ewing
134,992,137

4,683,691

65,507

8,102,649

Dirk Kloosterboer
137,809,015

1,865,312

67,008

8,102,649

Mary R. Korby
138,189,953

1,507,185

44,197

8,102,649

Cynthia Pharr Lee
138,709,336

925,677

106,322

8,102,649

Charles Macaluso
137,292,304

2,383,064

65,967

8,102,649

Gary W. Mize
138,663,864

1,011,011

66,460

8,102,649

Justinus J.G.M. Sanders
135,831,096

3,844,832

65,407

8,102,649

Michael Urbut
137,380,575

2,294,951

65,809

8,102,649


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 31, 2016:


For
Against
Abstentions
Broker Non Votes
146,647,548

1,110,574

85,862

—


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


For
Against
Abstentions
Broker Non Votes
93,728,884

45,324,975

687,476

8,102,649




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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 13, 2016
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel
 



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