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): May 1, 2012
Cott Corporation
(Exact name of registrant as specified in its charter)
| Canada | 001-31410 | 98-0154711 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6525 Viscount Road Mississauga, Ontario, Canada |
L4V1H6 | |||
| 5519 West Idlewild Avenue Tampa, Florida, United States |
33634 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (905) 672-1900
(813) 313-1800
N/A
(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:
| ¨ | 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 2.02. Results of Operations and Financial Condition.
On May 2, 2012, Cott Corporation (the “Company”) issued a press release reporting financial results for the fiscal quarter ended March 31, 2012. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 2.02 as if fully set forth herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareowners (the “Meeting”) of the Company was held on Tuesday, May 1, 2012. As at the record date of March 20, 2012, 95,101,230 common shares were outstanding and entitled to notice of and to vote at the Meeting.
Election of Directors
At the Meeting, shareowners approved the election of Mark Benadiba, George A. Burnett, Jerry Fowden, David T. Gibbons, Stephen H. Halperin, Betty Jane Hess, Gregory R. Monahan, Mario Pilozzi, Andrew Prozes, Eric S. Rosenfeld and Graham W. Savage to serve for the ensuing year and until their respective successors are elected.
| For | Against | Withhold | Broker non-votes | |||||||||||||
| Mark Benadiba |
70,657,323 | — | 334,764 | 9,426,646 | ||||||||||||
| George A. Burnett |
68,358,846 | — | 2,633,241 | 9,426,646 | ||||||||||||
| Jerry Fowden |
70,732,252 | — | 259,834 | 9,426,647 | ||||||||||||
| David T. Gibbons |
70,672,361 | — | 319,726 | 9,426,646 | ||||||||||||
| Stephen H. Halperin |
48,571,370 | — | 22,420,716 | 9,426,647 | ||||||||||||
| Betty Jane Hess |
70,706,243 | — | 285,844 | 9,426,646 | ||||||||||||
| Gregory R. Monahan |
68,383,891 | — | 2,608,196 | 9,426,646 | ||||||||||||
| Mario Pilozzi |
70,726,588 | — | 265,499 | 9,426,646 | ||||||||||||
| Andrew Prozes |
68,328,786 | — | 2,663,301 | 9,426,646 | ||||||||||||
| Eric S. Rosenfeld |
69,854,935 | — | 1,137,152 | 9,426,646 | ||||||||||||
| Graham W. Savage |
70,467,648 | — | 524,439 | 9,426,646 | ||||||||||||
Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Certified Public Accounting Firm
At the Meeting, shareowners approved the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered certified public accounting firm for its 2012 fiscal year.
| For | Against | Withhold | Broker non-votes | |||||||||||
| 79,919,319 | 395,210 | 102,402 | 1,901 | |||||||||||
Advisory Vote on Executive Compensation
At the Meeting, shareowners approved, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation tables and narrative discussion.
| For | Against | Withhold | Broker non-votes | |||||||||||
| 69,175,388 | 740,904 | 1,075,892 | 9,426,648 | |||||||||||
Item 8.01 Other Events.
On May 2, 2012, the Company announced a share repurchase program as approved by its Board of Directors (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company may repurchase up to $35 million in Company common shares over a 12 month period. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release of Cott Corporation, dated May 2, 2012 (filed herewith). | |
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.
| Cott Corporation | ||||||
| (Registrant) | ||||||
| May 2, 2012 | ||||||
| By: | /s/ Marni Morgan Poe | |||||
| Marni Morgan Poe | ||||||
| Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of Cott Corporation, dated May 2, 2012 (filed herewith). | |