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): November 15, 2010
Lancaster Colony
Corporation
(Exact name of registrant as
specified in its charter)
| Ohio | 000-04065 | 13-1955943 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 37 West Broad
Street Columbus, Ohio |
43215 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 614-224-7141
| (Former name or former address if changed since last report.) |
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:
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
The Lancaster Colony Corporation (the “Company”) Annual Meeting of Shareholders (“Annual Meeting”) was held on November 15, 2010 in Columbus, Ohio, pursuant to the Notice of Annual Meeting of Shareholders and the Proxy Statement that was available on or about October 15, 2010 to all shareholders of record at the close of business on September 17, 2010. At the Annual Meeting, 26,363,730 shares of the Company’s common stock were represented in person or by proxy, which constituted a quorum.
At the Annual Meeting, shareholders voted on three proposals. The proposals are described in detail in the Company’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 15, 2010.
Proposal One – Nomination and Election of Directors
The Company’s shareholders elected the following individuals to serve for three year terms expiring at the 2013 Annual Meeting of Shareholders with the following vote totals:
| Number of Votes | ||||||||||||
| Director Name | For | Against | Broker Non-Votes | |||||||||
Kenneth L. Cooke |
24,213,352 | 39,643 | 2,110,735 | |||||||||
Alan F. Harris |
24,213,003 | 39,992 | 2,110,735 | |||||||||
Zuheir Sofia |
24,110,913 | 142,082 | 2,110,735 | |||||||||
Proposal Two – Ratification of the selection of the independent registered public accounting firm
The Company’s shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2011 with the following vote totals:
| Number of Votes | ||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||
26,304,647 |
47,268 | 11,815 | 0 | |||||||||
Proposal Three – Approval of the Company’s Amended and Restated 2005 Stock Plan
The Company’s shareholders approved the Company’s Amended and Restated 2005 Stock Plan with the following vote totals:
| Number of Votes | ||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||
23,903,705 |
305,997 | 43,293 | 2,110,735 | |||||||||
Item 8.01 Other Events
Also at the Annual Meeting, the Company’s Board of Directors (“Board”) approved a quarterly dividend of 33 cents per share to be paid on December 31, 2010 to shareholders of record on December 10, 2010. Furthermore, the Board approved an additional repurchase authorization of two million shares of the Company’s common stock as part of an ongoing stock repurchase program.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| 99.1 |
Press Release dated November 15,
2010
|
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.
Lancaster Colony Corporation
(Registrant)
Date: November 16, 2010
By: /s/John L.
Boylan
John L. Boylan
Treasurer, Vice
President,
Assistant Secretary,
Chief Financial Officer
and Director
(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
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Exhibit
Number |
Description |
Located at |
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| 99.1 | Press Release dated November 15, 2010 | Filed herewith |