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): March 2, 2011 (February 28, 2011)
(GREIF LOGO)
GREIF, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   001-00566   31-4388903
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)
     
425 Winter Road,
Delaware, Ohio
   
43015
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (740) 549-6000
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:
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))
 
 


 

Section 5 — Corporate Governance and Management
Item 5.07.   Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (the “Annual Meeting”) of Greif, Inc. (the “Company”) was held on February 28, 2011. At the Annual Meeting, the holders of the Company’s Class B Common Stock (the “Class B Stockholders”) voted on the following six proposals and cast their votes as described below.
Proposal 1
At the Annual Meeting, each of the following nominees was elected to the Company’s Board of Directors (the “Board”) for a one-year term. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                 
    For     Withheld  
Vicki L. Avril
    20,443,759       3,300  
Bruce A. Edwards
    20,443,959       3,100  
Mark A. Emkes
    20,443,759       3,300  
John F. Finn
    20,443,959       3,100  
Michael J. Gasser
    20,437,779       9,280  
Daniel J. Gunsett
    19,964,172       482,887  
Judith D. Hook
    20,056,443       390,616  
Patrick J. Norton
    20,443,959       3,100  
John W. McNamara
    20,441,759       5,300  
Proposal 2
Proposal 2 was a management proposal to amend a material term of the Performance-Based Incentive Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                         
                    Broker  
For   Against     Abstain     Non-Vote  
19,981,866
    455,108       10,085       0  
Proposal 3
Proposal 3 was a management proposal to reaffirm approval of the material terms of the Amended and Restated Long-Term Incentive Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                         
                    Broker  
For   Against     Abstain     Non-Vote  
20,350,448
    86,526       10,085       0  
Proposal 4
Proposal 4 was a management proposal to amend a material term of the 2001 Management Equity Incentive and Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                         
                    Broker  
For   Against     Abstain     Non-Vote  
20,256,936
    179,538       10,585       0  

 

 


 

Proposal 5
Proposal 5 was an advisory vote on the Company’s executive compensation, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                         
                    Broker  
For   Against     Abstain     Non-Vote  
19,973,967
    23,426       449,666       0  
Proposal 6
Proposal 6 was an advisory vote on the frequency term to conduct future advisory votes on the Company’s executive compensation, as described in the proxy materials. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.
                                 
                            Broker  
1 Year   2 Years     3 Years     Abstain     Non-Vote  
1,183,266
    105,390       16,600,998       708,050       0  

 

 


 

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, thereunto duly authorized.
         
  GREIF, INC.
 
 
Date: March 2, 2011  By   /s/ Robert M. McNutt    
    Robert M. McNutt,   
    Senior Vice President and
Chief Financial Officer