Additional Proxy Soliciting Materials (definitive) (defa14a)
04 Mai 2017 - 2:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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AdvancePierre
Foods Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Annual Meeting
This Supplement provides updated information with respect to the 2017 Annual Meeting of Stockholders (the Annual Meeting) of AdvancePierre Foods
Holdings, Inc. (the Company) to be held at 9:00 a.m., Eastern Time, on Wednesday, May 17, 2017, at 9987 Carver Road, First Floor, Blue Ash, Ohio 45242, for the purposes set forth in the Companys Notice of Annual Meeting and
Definitive Proxy Statement (the Proxy Statement).
The Proxy Statement and the accompanying form of proxy (the Proxy Card) were
mailed on or about April 13, 2017 to stockholders of record as of April 4, 2017.
Withdrawal of Nominee for Election as Director
On May 3, 2017, the Board of Directors of the Company (the Board) determined to remove Neil F. Dimick as a nominee for election at the Annual
Meeting due to the Companys anticipated acquisition by Tyson Foods, Inc. as described in the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission on April 25,
2017. No other nominee will be named in Mr. Dimicks place. At the Annual Meeting, two rather than three nominees for director will be voted upon for Class I of the Board. Each of the two nominees is named in the Proxy Statement. The
Board also reduced the size of the Board from nine to eight directors effective May 3, 2017.
Voting; Revocability of Proxies
If you have already submitted a proxy to vote your shares of common stock of the Company, either by returning a completed Proxy Card or voting instruction
form or by Internet or telephone voting, you do not need to
re-submit
your proxy unless you wish to change your vote.
Proxy votes already returned by stockholders will remain valid and will be voted at the
Annual Meeting unless revoked, except that votes will not be cast for Mr. Dimick. Notwithstanding the withdrawal of Mr. Dimicks nomination, the form of Proxy Card included in the Companys definitive proxy materials remains
valid, and no new Proxy Cards are being distributed.
If you have not yet voted your shares of stock of the Company, please do so as soon as possible by
completing the Proxy Card or submitting instructions, disregarding Mr. Dimicks name as a nominee for election as a director of the Company. None of the other agenda items presented in the Proxy Statement are affected by this Supplement.
Information regarding how to vote your shares, or revoke your proxy or voting instructions, is available in the Proxy Statement.
May 4, 2017
By Order of the Board of Directors
Linn S. Harson
General
Counsel and Corporate Secretary
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