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GMCR » Topics » Item 4. Submission of Matters to a Vote of Security Holders

This excerpt taken from the GMCR 10-Q filed May 7, 2009.

Item 4. Submission of Matters to a Vote of Security Holders

 

(a) The Registrant held its 2009 Annual Meeting of Stockholders on March 12, 2009 at the Company’s offices located at 81 Demerrit Place in Waterbury, Vermont. The Board of Directors of the Registrant solicited proxies for this meeting pursuant to a proxy statement filed under regulation 14A.

(b-c) At the Annual Meeting the stockholders voted as follows on the following matters:

VOTES

Proposal 1 – Election of Directors

 

Nominee

    For    Withheld

William D. Davis (Class I)

    21,985,716    602,247

Jules A. del Vecchio (Class I)

    21,887,469    700,494

Robert P. Stiller (Class I)

    21,885,080    702,883

The term of office of the following directors continued after the Meeting: Lawrence J. Blanford, Barbara D. Carlini, Hinda Miller, David E. Moran and Michael J. Mardy.

Proposal 2 – To ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2009.

 

For

  

Against

  

Abstain

22,306,082   250,728   31,153

 

35

Item 6.  Exhibits

 

(a) Exhibits:
10.1    Offer Letter between Green Mountain Coffee Roasters, Inc. and Howard Malovany dated as of January 8, 2009. *
10.2    Offer Letter between Green Mountain Coffee Roasters, Inc. and Michelle Stacy dated as of September 23, 2008 and revised as March 16, 2009. *
10.3    Letter Amendment between Green Mountain Coffee Roasters, Inc. and R. Scott McCreary dated as December 29, 2008, to comply with Section 409(A) of the Internal Revenue Code of 1984, as amended. *
10.4    Letter Amendment between Green Mountain Coffee Roasters, Inc. and Kathy Brooks dated December 29, 2008, to comply with Section 409(A) of the Internal Revenue Code of 1984, as amended. *
10.5    Letter Amendment between Green Mountain Coffee Roasters, Inc. and Steve Sabol dated December 30, 2008, to comply with Section 409(A) of the Internal Revenue Code of 1984, as amended. *
10.6    Employment Agreement between Green Mountain Coffee Roasters, Inc. and Frances Rathke dated October 31, 2003 and amended as of May 7, 2009, to comply with Section 409(A) of the Internal Revenue Code of 1984, as amended. *
31.1    Principal Executive Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Principal Financial Officer Certification Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to the Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

* Management contract or compensatory plan.

 

36

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.

 

  GREEN MOUNTAIN COFFEE ROASTERS, INC.
Date: 05/07/2009     By:   /s/ Lawrence J. Blanford
      Lawrence J. Blanford,
      President and Chief Executive Officer
Date: 05/07/2009     By   /s/ Frances G. Rathke
      Frances G. Rathke,
      Chief Financial Officer

 

37

This excerpt taken from the GMCR 10-Q filed May 8, 2008.

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Registrant held its 2008 Annual Meeting of Stockholders on March 13, 2008 at the Company’s offices located at 81 Demeritt Place in Waterbury, Vermont. The Board of Directors of the Registrant solicited proxies for this meeting pursuant to a proxy statement filed under regulation 14A.

(b-c) At the Annual Meeting the stockholders voted as follows on the following matter:

VOTES

Proposal 1 - Election of Directors

 

Nominee

    For    Withheld     

Lawrence J. Blanford (Class III)

    22,131,737    419,879   

David E. Moran (Class III)

    22,189,147    362,469   

Michael J. Mardy (Class III)

    21,001,332    1,550,284   

The term of office of the following directors continued after the Meeting: Barbara D. Carlini, William D. Davis, Jules A. delVecchio, Hinda Miller, and Robert P. Stiller.

Proposal 2 - to amend the Company’s 2006 Incentive Plan to increase the number of shares of common stock available for issuance by 700,000 shares.

 

For    Against    Abstain     
14,811,916    3,504,230    90,352   
Proposal 3 - to adopt, for purposes of complying with Section 162(m) of the Internal Revenue Code the Senior Executive Short Term Incentive Plan.
For    Against    Abstain     
18,042,350    276,921    87,227   

EXCERPTS ON THIS PAGE:

10-Q
May 7, 2009
10-Q
May 8, 2008

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