UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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ANNIE’S, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on September 10, 2013.
ANNIE’S, INC.
ANNIE’S, INC. 1610 FIFTH STREET BERKELEY, CA 94710 | Meeting Information
Meeting Type: Annual Meeting
For holders as of: July 15, 2013
Date: September 10, 2013 Time: 10:00 AM PDT
Location: Annie’s, Inc. Corporate Offices 1610 Fifth Street Berkeley, CA 94710
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You are receiving this communication because you hold shares in the above named company. | ||||||
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT 2013 ANNUAL REPORT TO STOCKHOLDERS | ||||
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Voting Items
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The Board of Directors recommends you vote FOR each of the Board nominees and FOR Proposals 1, 4, 5 and 6: | ||||||||||||
1. To adopt an amendment to our Certificate of Incorporation (as set forth in Annex A hereto) to declassify our Board of Directors | ||||||||||||
2. To elect the following six nominees to serve until the 2014 Annual Meeting, if the declassification amendment is adopted and filed: | ||||||||||||
Nominees: | ||||||||||||
01) Molly F. Ashby 02) John M. Foraker 03) Julie D. Klapstein |
04) Lawrence S. Peiros 05) Bettina M. Whyte 06) Billie Ida Williamson | |||||||||||
3. To elect the following two nominees to serve until the 2016 Annual Meeting, if the declassification amendment isnot adopted: | ||||||||||||
Nominees: | ||||||||||||
07) Bettina M. Whyte 08) Billie Ida Williamson | ||||||||||||
4. To adopt an amendment to our Certificate of Incorporation (as set forth in Annex B hereto) to eliminate various provisions related to Solera Capital, LLC and its affiliates that are now inapplicable
5. To ratify the selection of PricewaterhouseCoopers LLP as Annie’s independent registered public accounting firm for its fiscal year ending March 31, 2014
6. To approve, on an advisory basis, the compensation of Annie’s named executive officers, as disclosed in the Proxy Statement |
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Annex A
ARTICLE V
BOARD OF DIRECTORS
. . .
Section 2. Classes of Directors.
Other than those directors, if any, elected by the holders of any series of Preferred Stock then outstanding, the Board of Directors shall be and is divided into three (3) classes, as nearly equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 2. Section 3.Election and Term of Office.
The directors shall be elected in accordance with the procedures set forth in the Bylaws of the Corporation (the “Bylaws”), as permitted by law. Except for the terms of such additional directors, if any, as elected by the holders of any series of Preferred Stock, each director shall serve for a term ending on the date of thethirdannual meeting of stockholders following the annual meeting at which such director was elected; provided, that each director initially appointed to Class I shall serve for an initial term expiring at the Corporation’s first annual meeting of stockholders following the effectiveness of this provision; each director initially appointed to Class II shall serve for an initial term expiring at the Corporation’s second annual meeting of stockholders following the effectiveness of this provision; and each director initially appointed to Class III shall serve for an initial term expiring at the Corporation’s third annual meeting of stockholders following the effectiveness of this provision. The directors shall be elected and shall hold office only in this manner, except as expressly provided in Section 43 and Section 54 of this Article V. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Elections of directors need not be by written ballot unless the Bylaws shall so provide.
. . .
Annex B
ARTICLE V
BOARD OF DIRECTORS
. . .
Section 5.Removal of Directors.
Subject to the rights of the holders of any series of Preferred Stock then outstanding,any director may be removed from office at any time for or without cause at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of at least a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors,provided, however, that in the event thatSolera Capital, LLC and its affiliates (collectively, “Solera”) cease to beneficially own more than fifty percent (50%) of the voting power of all then outstanding shares of capital stock of the Corporation,directors may be removed from office only for cause and, in addition to any vote required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, voting together as a single class, shall be required to effect such removal.
. . .
Annex B (cont.)
ARTICLE XII
ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF STOCKHOLDERS; ADVANCE NOTICE
Section 1.Action by Written Consent.
(a) For so long asSolera beneficially owns in the aggregate more than fifty percent (50%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, any action required or permitted to be taken by stockholders of the Corporation may be effected by written consent in lieu of a meeting.
(b) Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, beginning at such time asSolera ceases to beneficially own in the aggregate more than fifty percent (50%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, any action required or permitted to be taken by stockholders of the Corporation must be effected at a meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting.
Section 2.Special Meetings.
Except as otherwise expressly provided by the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to call a special meeting of the holders of such series, special meetings of stockholders of the Corporation may be called only (i) by a resolution duly adopted by the Board of Directors or (ii) bySolera until such time asSolera ceases to beneficially own in the aggregate at least thirty-five percent (35%) of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, and the ability of the stockholders tootherwisecall a special meeting is hereby specifically denied.Except with respect to any special meeting called bySolera,theThe Board of Directors may cancel, postpone or reschedule any previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to the stockholders. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.
. . .
ARTICLE XIV
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.In the event thatSolera ceases to beneficially own in the aggregate more than fifty percent (50%) of the voting power of all then outstanding shares of capital stock of the Corporation, then,notwithstandingNotwithstandingany other provision of this Amended and Restated Certificate of Incorporation or the Bylaws, and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Amended and Restated Certificate of Incorporation, the Bylaws or otherwise, but in addition to any affirmative vote of the holders of any particular class or series of the capital stock required by law, this Amended and Restated Certificate of Incorporation, the Bylaws or otherwise, the affirmative vote of the holders of at least 66 2/3% of the voting power of all outstanding shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt any provision inconsistent with, to amend or repeal any provision of, or to adopt a bylaw inconsistent with, Article VI, Article VIII, Article IX, Article X, Article XII, Article XIII, or Article XIV or Article XIV of this Amended and Restated Certificate of Incorporation.