Edgar Filing: SANFILIPPO JOHN B & SON INC

JOHN B. SANFILIPPO & SON, INC.

Date: November 10, 2011

/s/ Michael J. Valentine

Michael J. Valentine

Chief Financial Officer, Group President and Secretary

Form 8-K

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 10, 2011 (November 9, 2011)

JOHN B. SANFILIPPO & SON, INC.

(Exact name of Registrant as specified in its charter)

Delaware

0-19681

36-2419677

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1703 North Randall Road, Elgin, Illinois 60123-7820

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 289-1800

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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On November 9, 2011, John B. Sanfilippo & Son, Inc. (the “Registrant”) held the annual meeting of its stockholders.

(b) The final results of voting for each matter submitted to a vote of stockholders at the meeting are set forth below.

(i) The following directors were elected at the meeting and the voting for each director was as follows (with Common Stock and Class A Common Stock stockholders voting separately):


Nominee	For		Withhold		Broker Non-Vote
(Common Stock Directors and Voting Results)
Governor Jim Edgar		5,003,388		130,548		2,405,249
Daniel M. Wright		5,004,556		129,380		2,405,249
Ellen C. Taaffe		5,003,309		130,627		2,405,249

(Class A Common Stock Directors and Voting Results)
Jasper B. Sanfilippo		2,597,426		0		0
Jasper B. Sanfilippo, Jr.		2,597,426		0		0
Jeffrey T. Sanfilippo		2,597,426		0		0
Mathias A. Valentine		2,597,426		0		0
Michael J. Valentine		2,597,426		0		0
Timothy R. Donovan		2,597,426		0		0

(ii) The Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for the 2012 fiscal year was ratified by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Vote
PricewaterhouseCoopers LLP		7,274,719		22,854		241,612		0

(iii) The advisory vote on executive compensation was approved by the following vote (with Common Stock and Class A Common Stock stockholders voting together):


	For		Against		Abstain		Broker Non-Vote
Advisory vote on executive compensation		4,551,430		496,945		85,561		2,405,249

(iv) The advisory vote on the frequency of the advisory vote on executive compensation was as follows (with Common Stock and Class A Common Stock stockholders voting together):


	1 Year		2 Years		3 Years		Abstain		Broker Non-Vote
Frequency of the advisory vote on executive compensation		4,673,974		68,757		309,087		82,118		2,405,249

(d) After considering the results of the advisory vote on the frequency of the advisory vote on executive compensation, the Board of Directors of the Registrant has determined that the Registrant will hold an advisory vote on executive compensation annually, until the next advisory vote on the frequency of the advisory vote on executive compensation.

SIGNATURE

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.