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

September 14, 2011

(Date of report)

 

 

PATTERSON COMPANIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Minnesota   0-20572   41-0886515

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1031 Mendota Heights Road

St. Paul, Minnesota 55120

(Address of Principal Executive Offices, including Zip Code)

(651) 686-1600

(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 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d) On September 13, 2011, the Board of Directors of Patterson Companies, Inc. (the “Company”) elected Jody H. Feragen as a member of the Board of the Directors for a term expiring at the Annual Meeting in 2012. Ms. Feragen will join the Board effective immediately and will serve on the Audit and Governance Committees. Ms. Feragen will receive compensation payable to non-employee directors serving on the Board as summarized under the caption “Non-Employee Director Compensation” in the 2011 Proxy Statement. At the Annual Meeting in 2012, Ms. Feragen will be a nominee for election as Director for a term expiring at the Annual Meeting in 2014.

The press release announcing the election of Ms. Feragen is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 12, 2011, the Company held its annual meeting of shareholders. Set forth below for each matter voted upon, are the number of votes cast for, against or withheld, as well as the number of any abstentions and broker non-votes as to each such matter.

1. Election of Directors.

The following individuals were each elected as a director to serve a three-year term expiring at the annual meeting in 2014:

 

     For      Withhold      Broker
Non-Vote
 

Andre B. Lacey

     98,141,369         1,618,176         7,957,047   

Les C. Vinney

     98,603,745         1,155,800         7,957,047   

2. An advisory (non-binding) resolution to approve the executive compensation described in the Proxy Statement.

 

For     Against     Abstain     Broker
Non-Vote
 
  95,922,522        2,107,646        1,729,377        7,957,047   

3. To approve, in an advisory (non-binding) vote, a proposal to determine whether the shareholder vote to approve executive compensation should occur every 1 Year, 2 Years or 3 Years.

 

1 Year     2 Years     3 Years     Abstain     Broker
Non-Vote
 
  57,421,504        4,063,993        14,877,037        20,212,392        11,141,666   

At a meeting of the Board of Directors held after the annual shareholder meeting, the Company decided to conduct an advisory shareholder vote on executive compensation every year.


4. Ratification of the Selection of Independent Registered Public Accounting Firm.

The selection of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending April 28, 2012, was ratified based upon the following votes:

 

For     Against     Abstain  
  105,876,429        1,751,562        88,601   

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

 

  99 Press release of Patterson Companies, Inc., dated September 14, 2011.


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.

 

  PATTERSON COMPANIES, INC.

Date: September 14, 2011

  By:  

/s/ R. Stephen Armstrong

    R. Stephen Armstrong
   

Executive Vice President, Treasurer and Chief Financial Officer

   

(Principal Financial Officer and Principal Accounting Officer)


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99    Press release of Patterson Companies, Inc., dated September 14, 2011.