Dr Pepper Snapple Group, Inc. (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):   May 19, 2016

Dr Pepper Snapple Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-33829 98-0517725
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5301 Legacy Drive, Plano, Texas   75024
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   972-673-7300

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:

[  ]  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))

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting (defined in Item 5.07), as discussed in Item 5.07 (Proposal 4) in this Current Report on Form 8-K, the stockholders approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation to be consistent with the interpretation of Section 141(k) of the Delaware General Corporation Law. The amendments became effective on May 19, 2016 upon filing of a certificate of amendment with the Secretary of State of Delaware. The foregoing description of such amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc., attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 19, 2016, Dr Pepper Snapple Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Westin Stonebriar Resort Conference Center, 1549 Legacy Drive, Frisco, Texas 75034. The matters voted upon at the Annual Meeting and the results of the votes cast on such matters are set forth below:

Proposal 1: Election of Directors

At the Annual Meeting, stockholders approved the election of the following directors — David E. Alexander, Antonio Carrillo, Pamela H. Patsley, Joyce M Roché, Ronald G. Rogers, Wayne R. Sanders, Dunia A. Shive, M. Anne Szostak, and Larry D. Young— to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.

                                 
    For   Against   Abstentions   Broker Non-Votes
David E. Alexander
     149,097,675       97,023       72,386       8,492,864  
Antonio Carrillo
     148,933,125       237,105       96,854       8,492,864  
Pamela H. Patsley
     147,544,053       1,648,313       74,718       8,492,864  
Joyce M. Roché
     148,515,286       677,949       73,849       8,492,864  
Ronald G. Rogers
     148,167,707       1,026,071       73,306       8,492,864  
Wayne R. Sanders
     148,131,951       1,062,171       72,962       8,492,864  
Dunia A. Shive
     148,988,435       205,435       73,214       8,492,864  
M. Anne Szostak
     148,990,573       209,766       66,745       8,492,864  
Larry D. Young
     149,081,595       109,963       75,526       8,492,864  

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2016.

At the Annual Meeting, stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016.

                 
For   Against   Abstentions
155,960,923
    1,629,308       169,717  

Proposal 3: An Advisory Vote on Approving Executive Compensation

At the Annual Meeting, stockholders approved the compensation of the Company’s named executive officers.

                         
For   Against   Abstentions   Broker Non-Votes
135,396,232
    11,545,584       2,325,268       8,492,864  

Proposal 4: Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation.

At the Annual Meeting, stockholders approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation to be consistent with the interpretation of Section 141(k) of the Delaware General Corporation Law. The amendment became effective on May 19, 2016 upon filing of a certificate of amendment with the Secretary of State of Delaware. The proposal for the text of the amendment to the Amended and Restated Certificate of Incorporation was disclosed in the definitive proxy statement filed by the Company on March 29, 2016.

                         
For
  Against   Abstentions   Broker Non-Votes
 
                       
148,890,854
    111,446       264,784       8,492,864  

Proposal 5: Stockholder Proposal Regarding a Comprehensive Recycling Strategy for Beverage Containers.

At the Annual Meeting, stockholders did not approve the stockholder proposal regarding comprehensive strategy for beverage containers.

                         
For   Against   Abstentions   Broker Non-Votes
54,961,983
    90,639,373       3,665,728       8,492,864  

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.

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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.

         
    Dr Pepper Snapple Group, Inc.
          
May 20, 2016   By:   James L. Baldwin
       
        Name: James L. Baldwin
        Title: Executive Vice President & General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
3.1
  Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.