mm05-1311_8k.htm
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, 2011

 
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):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 10, 2011, the stockholders elected the Company’s Board of Directors and voted upon three Board proposals contained within the Company’s Proxy Statement dated April 7, 2011.

The Board nominees were elected with the following vote:

 
Nominee
 
For
 
Against
 
Abstentions
Broker
Non Votes
         
Randall C. Stuewe
98,143,402
1,561,824
100,272
7,386,298
O. Thomas Albrecht
96,015,775
3,721,047
68,676
7,386,298
D. Eugene Ewing
99,140,231
564,758
100,509
7,386,298
Charles Macaluso
97,374,709
2,361,260
69,529
7,386,298
John D. March
97,103,476
2,632,843
69,179
7,386,298
Michael Rescoe
99,138,753
565,187
101,558
7,386,298
Michael Urbut
98,354,568
1,380,121
70,809
7,386,298

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, 2011:

 
For
 
Against
 
Abstentions
Broker
Non Votes
       
103,967,990
1,561,501
1,662,305
0


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

 
For
 
Against
 
Abstentions
Broker
Non Votes
       
89,990,459
5,371,089
4,443,950
7,386,298

Board proposal regarding an advisory vote on the frequency of future advisory votes on executive compensation:

 
1 Year
 
2 Years
 
3 Years
 
Abstentions
Broker
Non Votes
         
82,099,475
3,321,416
10,115,078
4,269,529
7,386,298

In accordance with the Board of Directors’ 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.




 
 
 

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 13, 2011   
By:
/s/ John F. Sterling  
    John F. Sterling  
   
Executive Vice President and
General Counsel