TRACTOR SUPPLY CO /DE/false000091636500009163652022-05-112022-05-11
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 12, 2022 (May 11, 2022)
Tractor Supply Company
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware
000-23314
13-3139732
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
5401 Virginia Way, Brentwood, Tennessee37027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 440-4000
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.008 par value
TSCO
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ((§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [☐]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [☐]
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Tractor Supply Company (the “Company”) was held on May 11, 2022. At the meeting, the stockholders elected each of the Company’s nominees for director to serve until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified. In addition, at the meeting, the stockholders ratified the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, voted in favor of the compensation of the named executive officers of the Company on an advisory and non-binding basis, and did not approve the stockholder proposal titled "Report on Costs of Low Wages and Inequality."
The voting results of the director elections, ratification of the re-appointment of Ernst & Young LLP, advisory vote on the compensation of the named executive officers, and the stockholder proposal titled "Report on Costs of Low Wages and Inequality," which were described in more detail in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders that the Company filed with the Securities and Exchange Commission on March 28, 2022, are set forth below.
(1) Each director was elected by the following tabulation:
For
Against
Abstain
Broker Non-Votes
Cynthia T. Jamison
78,971,519
8,805,826
226,992
11,192,700
Joy Brown
87,503,731
434,014
66,592
11,192,700
Ricardo Cardenas
87,224,297
705,755
74,285
11,192,700
Denise L. Jackson
87,207,551
730,530
66,256
11,192,700
Thomas A. Kingsbury
84,848,331
3,066,779
89,227
11,192,700
Ramkumar Krishnan
86,802,891
1,099,703
101,743
11,192,700
Edna K. Morris
80,994,091
6,947,148
63,098
11,192,700
Mark J. Weikel
86,705,333
1,231,244
67,760
11,192,700
Harry A. Lawton III
87,765,103
169,517
69,717
11,192,700
(2) Ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the following tabulation:
For
Against
Abstain
91,051,191
7,012,022
1,133,824
(3) The compensation of the named executive officers of the Company was approved on an advisory and non-binding basis by the following tabulation:
For
Against
Abstain
Broker Non-Votes
76,350,460
11,336,094
317,783
11,192,700
(4) Stockholder Proposal: The stockholder proposal titled "Report on Costs of Low Wages and Inequality" was not approved by the following tabulation:
For
Against
Abstain
Broker Non-Votes
12,675,931
73,315,365
2,013,041
11,192,700
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.
Tractor Supply Company
May 12, 2022
By:
/s/ Kurt D. Barton
Name: Kurt D. Barton
Title: Executive Vice President - Chief Financial Officer and Treasurer
