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 16, 2010

 
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):

 
 
[ ] 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 June 16, 2010, the Company held its Annual Meeting of Shareholders at which the Company’s shareholders considered and voted on the following three proposals:
 
Proposal 1. Election of the Directors
 
At the Annual Meeting of the Shareholders of FRED’S, Inc., held on June 16, 2010, 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
     10,560,903       23,601,850  
John R. Eisenman
     9,873,639       24,289,114  
Roger T. Knox
     9,982,825       24,179,928  
Thomas H. Tashjian
     9,881,416       24,281,337  
B. Mary McNabb
     9,876,362       24,286,391  
Michael T. McMillan
     9,880,719       24,282,034  
Bruce A. Efird
     13,862,395       20,300,358  
 
There were no abstentions or broker non-votes with respect to the election of directors.
 
Proposal 2.  Approve Selection of Independent Registered Public Accounting Firm
 
The shareholders voted to ratify the appointment of BDO Seidman, LLP as our registered public accounting firm for the fiscal year ending January 29, 2011.  The results of the voting were as follows:
 
For
  
Against
  
Abstain
36,507,044
  
29,598
  
315,694
 
There were no broker non-votes with respect to this proposal.
 
Proposal 3. Stockholder Proposal Regarding Vendor Code of Conduct and Corporate Standards for Human Rights
 
The shareholders voted upon and rejected a shareholder proposal regarding supplementing the Company’s Vendor Code of Conduct and Corporate Standards for Human Rights.
 
The results of the voting were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Vote
2,328,853
  
28,119,429
  
3,714,463
  
2,689,591


 
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 21, 2010
FRED’S, Inc.
 
(Registrant)
   
   
 
/s/ Jerry A. Shore
 
Jerry A Shore
 
Executive Vice President and Chief Financial Officer