Tractor Supply Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 16, 2025 (May 15, 2025 )
TRACTOR SUPPLY COMPANY
__________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Tractor Supply Company (the “Company”) was held on May 15, 2025. At the Annual 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 Annual Meeting, the stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025; voted, on a non-binding, advisory basis, in favor of the compensation of the named executive officers of the Company; and voted in favor of the amendment to the Company's Restated Certificate of Incorporation, to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming changes.
The voting results of the director elections, ratification of the appointment of Ernst & Young LLP, advisory vote on the compensation of the named executive officers, and approval of the amendment to the Company's Restated Certificate of Incorporation, which were described in more detail in the definitive proxy statement relating to the Annual Meeting that the Company filed with the Securities and Exchange Commission on March 27 2025, are set forth below.
(1) Each director was elected by the following tabulation:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Joy Brown | 430,557,379 | 3,833,483 | 719,823 | 56,479,344 | |||||||||||||||||||
| André Hawaux | 430,524,813 | 4,049,102 | 536,770 | 56,479,344 | |||||||||||||||||||
| Edna K. Morris | 418,375,512 | 11,663,173 | 5,072,000 | 56,479,344 | |||||||||||||||||||
| Ricardo Cardenas | 430,414,579 | 4,189,359 | 506,747 | 56,479,344 | |||||||||||||||||||
| Denise L. Jackson | 411,474,242 | 23,111,741 | 524,701 | 56,479,344 | |||||||||||||||||||
| Mark J. Weikel | 406,294,410 | 28,309,687 | 506,589 | 56,479,344 | |||||||||||||||||||
| Meg Ham | 430,610,631 | 3,796,172 | 703,882 | 56,479,344 | |||||||||||||||||||
| Ramkumar Krishnan | 432,926,492 | 1,654,865 | 529,328 | 56,479,344 | |||||||||||||||||||
| Harry A. Lawton III | 433,666,325 | 937,537 | 506,824 | 56,479,344 | |||||||||||||||||||
(2) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2025 was approved by the following tabulation:
| For | Against | Abstain | ||||||||||||
| 468,831,504 | 22,087,870 | 670,656 | ||||||||||||
(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 | |||||||||||||||||
| 403,186,233 | 30,221,820 | 1,702,633 | 56,479,344 | |||||||||||||||||
(4) The amendment to the Company's Restated Certificate of Incorporation to provide for the exculpation of officers as permitted by Delaware law and to make certain conforming changes was approved by the following tabulation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 385,488,150 | 48,664,630 | 957,905 | 56,479,344 | |||||||||||||||||
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 16, 2025 | By: | /s/ Kurt D. Barton | |||||||||
| Name: Kurt D. Barton | |||||||||||
| Title: Executive Vice President - Chief Financial Officer and Treasurer | |||||||||||