Unassociated Document
 
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)
June 15, 2011

 
FRED'S, INC.
(Exact name of registrant as specified in its charter)

 
TENNESSEE 62-0634010
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
 
 
Commission file number 001-14565
 

4300 New Getwell Road
Memphis, Tennessee 38118
(Address of Principal Executive Offices)

(901) 365-8880
(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 (see General Instruction A.2. below):
 
 
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
 
On June 15, 2011, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following four proposals:
 
Proposal 1. Election of the Directors
 
At the Annual Meeting of the Shareholders of Fred’s, Inc., held on June 15, 2011, Michael J. Hayes, John R. Eisenman, Roger T. Knox, Thomas H. Tashjian, B. Mary McNabb, Michael T. McMillan and Bruce Efird were elected as directors of the Company by vote of the shareholders.  The results of the voting were as follows:
 
Election of Directors:
 
For
   
Withheld
 
Michael J. Hayes
    14,024,710       21,155,216  
John R. Eisenman
    19,866,433       15,313,493  
Roger T. Knox
    19,866,991       15,312,935  
Thomas H. Tashjian
    22,521,685       12,658,241  
B. Mary McNabb
    22,539,336       12,640,590  
Michael T. McMillan
    12,768,391       22,411,535  
Bruce A. Efird
    25,651,215       9,528,711  
 
Proposal 2.  Approve Selection of Independent Registered Public Accounting Firm
 
The shareholders voted to ratify the appointment of BDO USA, LLP as our registered public accounting firm for the fiscal year ending January 28, 2012.  The results of the voting were as follows:
 
For
   
Against
   
Abstain
 
  37,656,603       37,770       32,418  
 
There were no broker non-votes with respect to this proposal.
 
Proposal 3. Advisory vote on Executive Compensation
 
The shareholders voted to approve, on a nonbinding, advisory basis, the compensation of our executive officers.  The results of the voting were as follows:
 
For
   
Against
   
Abstain
 
  34,635,280       504,634       40,009  
 
Proposal 4. Advisory vote on the frequency of an advisory vote on Executive Compensation
 
The shareholders voted, on a nonbinding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers.  The results of the voting were as follows:
 
Every Three Years
   
Every Two Years
   
Every Year
   
Abstain
 
  8,857,555       107,147       26,182,205       33,016  

 
 

 
 
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.
 
 
Date: June 22, 2011 FRED’S, Inc.  
  (Registrant)  
     
     
 
/s/ Jerry A Shore  
 
Jerry A Shore
 
 
Executive Vice President and Chief Financial Officer