f8k_013114.htm
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  January 31, 2014


Rock-Tenn Company
(Exact name of registrant as specified in charter)

Georgia
001-12613
62-0342590
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
of Incorporation)
    
 
504 Thrasher Street, Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
 

(770) 448-2193
(Registrant’s telephone number, including area code)

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:

[ ] 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

(a)  Annual Meeting of Shareholders

The Company held its annual meeting of shareholders on January 31, 2014 at which we submitted the following matters to a vote of our shareholders:

(b) Election of Directors
 
Votes cast for or withheld regarding four individuals nominated for election to serve on our board of directors for a term expiring in 2017 were as follows:

 
For
  
Withheld
  
Broker Non-Vote
J. Powell Brown
39,210,698
  
19,539,060
    
4,916,375
Robert M. Chapman
58,555,229
  
194,529
    
4,916,375
Terrell K. Crews
58,555,137
  
194,621
    
4,916,375
Russell M. Currey
58,046,478
  
703,280
    
4,916,375

   Votes cast for or withheld regarding Steven C. Voorhees, who was nominated for election to serve on our board of directors for a term expiring in 2016, were as follows:
 
 
For
  
Withheld
  
Broker Non-Vote
 
58,382,984
  
366,774
  
4,916,375

Votes cast for or withheld regarding Jenny A. Hourihan, who was nominated for election to serve on our board of directors for a term expiring in 2015, were as follows:
 
 
For
  
Withheld
  
Broker Non-Vote
 
58,503,049
  
   246,709
  
4,916,375
 
Additional directors, whose term of office as directors continued after the meeting, are as follows:

Term expiring in 2016
  
Term expiring in 2015
G. Stephen Felker
  
Timothy J. Bernlohr
Lawrence L. Gellerstedt III
  
Bettina M. Whyte

(c) Other Matters
 
Votes cast for or against, as well as the number of abstentions and broker non-votes regarding each other matter voted upon at the meeting, were as follows:

   
For
  
Against
  
Abstain
  
Broker
Non-Vote
Ratify the appointment of Ernst & Young LLP to Serve as independent registered public accounting firm of Rock-Tenn Company
  
63,056,104
  
555,031
  
54,998
  
-0-
Advisory vote on executive compensation
  
57,801,886
  
855,693
  
92,179
  
4,916,375
Approve restated and amended articles of incorporation for Rock-Tenn Company to provide that all directors elected at or after the annual meeting of shareholders held in 2015 be elected on an annual basis and to consolidate other amendments that were previously made to the articles of incorporation
  
58,686,868
  
14,131
  
48,759
  
4,916,375
 
 
 
 
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.

 
 
ROCK-TENN COMPANY
 
(Registrant)
Date: January 31, 2014    
     
  By: /s/ Robert B. McIntosh
   
Robert B. McIntosh
Executive Vice-President, General Counsel
And Secretary