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

Lancaster Colony Corporation

(Exact name of registrant as specified in its charter)

Ohio		000-04065		13-1955943
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

37 West Broad Street Columbus, Ohio		43215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 614-224-7141

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))

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

The Lancaster Colony Corporation (the “Corporation”) Annual Meeting of Shareholders (“Annual Meeting”) was held on November 21, 2011 in Columbus, Ohio, pursuant to the Notice of Annual Meeting of Shareholders and the Proxy Statement that was available on or about October 14, 2011 to all shareholders of record at the close of business on September 23, 2011. At the Annual Meeting, 26,243,978 shares of the Corporation’s common stock were represented in person or by proxy, which constituted a quorum.

At the Annual Meeting, shareholders voted on four proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 14, 2011.

Proposal One — Nomination and Election of Directors

The Corporation’s shareholders elected the following individuals to serve for three year terms expiring at the 2014 Annual Meeting of Shareholders with the following vote totals:

		Number of Votes
Director Name		For				Against				Abstentions				Broker Non-Votes
Robert L. Fox			24,357,334				182,483				0				1,704,161
John B. Gerlach, Jr.			24,446,560				93,257				0				1,704,161
Edward H. Jennings			24,353,160				186,657				0				1,704,161

Proposal Two — Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:

Number of Votes
For		Against		Abstentions		Broker Non-Votes
24,356,441		160,121		23,255		1,704,161

Proposal Three — Non-Binding Vote on the Frequency of Future Non-Binding Votes on the Compensation of the Corporation’s Named Executive Officers

The Corporation’s shareholders voted for the frequency of 1 Year for future non-binding votes on the compensation of the Corporation’s named executive officers with the following vote totals:

Number of Votes
1 Year		2 Years		3 Years		Abstentions
23,236,634		330,324		941,363		31,233

Proposal Four — Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm

The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2012 with the following vote totals:

Number of Votes
For		Against		Abstentions		Broker Non-Votes
26,134,188		73,369		36,421		0

Item 8.01 Other Events

Also at the Annual Meeting, the Corporation’s Board of Directors approved a quarterly dividend of 36 cents per share to be paid on December 30, 2011 to shareholders of record on December 9, 2011.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

	99.1			Press Release dated November 21, 2011

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.

INDEX TO EXHIBITS

Exhibit
Number				Description		Located at
	99.1			Press Release dated November 21, 2011.		Filed herewith