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Section 1: 8-K (8-K VOTE OF SECURITY HOLDERS)

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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): May 10, 2019 (May 9, 2019)

  397894945_tscologoa22.jpg
Tractor Supply Company
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware
000-23314
13-3139732
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
5401 Virginia Way, Brentwood, Tennessee
 
37027
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code:
(615) 440-4000
Not Applicable
(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: 
 
[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.008 par value
 
TSCO
 
NASDAQ Global Select Market






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

The 2019 Annual Meeting of Shareholders of Tractor Supply Company (the “Company”) was held on May 9, 2019.  At the meeting, the shareholders elected each of the Company’s nominees for director to serve until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified. In addition, at the meeting, the shareholders ratified the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019, and voted in favor of the compensation of the named executive officers of the Company on an advisory and non-binding basis.
 
The voting results of the director elections, ratification of the re-appointment of Ernst & Young LLP, and advisory vote on the compensation of the named executive officers, which were described in more detail in the definitive proxy statement relating to the 2019 Annual Meeting of Shareholders that the Company filed with the Securities and Exchange Commission on March 25, 2019, are set forth below.
 
(1)           Each director was elected by the following tabulation:

 
 
 
For
 
 
Withheld
 
 
Broker Non-Votes
Cynthia T. Jamison
 
87,258,611
 
4,006,609
 
16,925,228
Ricardo Cardenas
 
91,006,788
 
258,432
 
16,925,228
Denise L. Jackson
 
90,823,162
 
442,058
 
16,925,228
Thomas A. Kingsbury
 
90,891,366
 
373,855
 
16,925,228
Ramkumar Krishnan
 
90,877,034
 
388,186
 
16,925,228
George MacKenzie
 
87,576,004
 
3,689,216
 
16,925,228
Edna K. Morris
 
87,963,101
 
3,302,119
 
16,925,228
Mark J. Weikel
 
91,000,240
 
264,980
 
16,925,228
Gregory A. Sandfort
 
88,578,628
 
2,686,592
 
16,925,228

(2)           Ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019 was approved by the following tabulation:
 
For
 
Against
 
Abstain
105,827,904
 
2,129,776
 
232,768
 
(3)           The compensation of the named executive officers of the Company was approved on an advisory and non-binding basis by the following tabulation:

For
 
Against
 
Abstain
 
Broker Non-Votes
84,495,308
 
6,405,809
 
364,104
 
16,925,228
 





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.
 
 
 
 
 
 
 
Tractor Supply Company
 
 
 
 
May 10, 2019
 
By:
/s/ Kurt D. Barton
 
 
 
Name: Kurt D. Barton
 
 
 
Title: Executive Vice President - Chief Financial Officer and Treasurer






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