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 9, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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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 9, 2017, the stockholders elected the Company's Board of Directors and voted upon four Board proposals contained within the Company's Proxy Statement dated March 29, 2017.

The Board nominees were elected with the following vote:

Nominee
For
Against
Abstentions
Broker Non Votes
 
 
 
 
 
Randall C. Stuewe
137,729,878

4,235,801

1,096,055

8,127,338

Charles Adair
140,889,045

1,073,281

1,099,408

8,127,338

D. Eugene Ewing
139,183,331

2,781,547

1,096,856

8,127,338

Linda Goodspeed
136,644,734

5,318,408

1,098,592

8,127,338

Dirk Kloosterboer
139,054,695

2,910,724

1,096,315

8,127,338

Mary R. Korby
138,950,369

3,015,326

1,096,039

8,127,338

Cynthia Pharr Lee
140,288,608

1,676,036

1,097,090

8,127,338

Charles Macaluso
131,769,562

10,194,315

1,097,857

8,127,338

Gary W. Mize
140,326,726

1,638,122

1,096,886

8,127,338

Michael E. Rescoe
140,874,590

1,088,126

1,099,018

8,127,338


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 30, 2017:

For
Against
Abstentions
Broker Non Votes
150,386,463

761,144

41,465

—


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

For
Against
Abstentions
Broker Non Votes
139,615,827

1,925,013

1,520,894

8,127,338


Board proposal regarding an advisory vote on the frequency of future advisory votes on the Company’s executive compensation:
1 Year
2 Years
3 Years
Abstentions
Broker Non Votes
108,124,670

71,018

34,442,573

423,473

8,127,338


In accordance with the Board’s recommendation and the voting results on this advisory proposal, the Board has determined that the Company will hold an advisory say on pay vote annually.

Board proposal to approve the Company’s 2017 Omnibus Incentive Plan:

For
Against
Abstentions
Broker Non Votes
134,189,693

7,335,701

1,536,340

8,127,338



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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 10, 2017
By:
/s/ John F. Sterling
 
 
 
John F. Sterling
 
 
 
Executive Vice President and
General Counsel
 



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