CALAVO GROWERS INC

Regulatory Filings • May 1, 2012

8-K 1 d344608d8k.htm FORM 8-K 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): April 25, 2012

CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)

California	000-33385	33-0945304
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1141-A Cummings Road, Santa Paula, California 93060
(Address of Principal Executive Offices) (Zip Code)
(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: (805) 525-1245

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.

On April 25, 2012, we held the annual meeting of shareholders of Calavo Growers, Inc. at 15765 W. Telegraph Road, Santa Paula, California, 93060. At the meeting, the holders of our outstanding common stock acted on the following matters:

(1) The shareholders voted on a cumulative basis and elected the following 13 directors, each to serve for a term of one year. Each nominee received the following votes:

Name of Nominee — Lecil E. Cole	17,621,021	1,682,955	1,887,002
George H. Barnes	6,123,171	1,207,315	1,887,002
James D. Helin	6,960,204	375,282	1,887,002
Donald M. Sanders	4,962,570	2,367,916	1,887,002
Marc L. Brown	6,366,345	2,977,141	1,887,002
Alva V. Snider	6,134,811	1,214,603	1,887,002
Scott Van Der Kar	7,204,981	2,351,134	1,887,002
J. Link Leavens	8,738,339	2,351,241	1,887,002
Dorcas H. McFarlane	6,400,217	2,351,943	1,887,002
John M. Hunt	6,136,324	1,729,162	1,887,002
Egidio Carbone, Jr.	7,119,284	358,757	1,887,002
Harold Edwards	13,620,126	2,368,360	1,887,002
Steven Hollister	6,974,026	356,460	1,887,002

(2) The shareholders voted for the ratification of the appointment of Ernst & Young LLP as our independent accountants for fiscal 2012. Votes cast were as follows:

For	11,435,274
Against	61,168
Abstain	52,143
Broker Non-Votes	34,237

(3) The shareholders voted on an advisory basis to approve the compensation of the executive officers of Calavo Growers, Inc. as disclosed in the company’s 2012 proxy statement. Votes cast were as follows:

For	9,290,241
Against	160,043
Abstain	254,144
Broker Non-Votes	1,878,394

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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.

April 30, 2012
By:	/s/ Lecil E. Cole
	Lecil E. Cole Chairman of
the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)

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