SunOpta Inc.: Form 8-K - Filed by newsfilecorp.com

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 10, 2016

SUNOPTA INC.
(Exact name of registrant as specified in its charter)

Canada   001-34198   Not Applicable
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification
incorporation)       No.)

2233 Argentia Road, Suite 401
Mississauga, Ontario, L5N 2X7, Canada
(Address of Principal Executive Offices)

(905) 821-9669
(Registrant's telephone number, including area code)

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))


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

SunOpta Inc. (the “Company”) held an Annual and Special Meeting of Shareholders on May 10, 2016 (the “Meeting”). The matters voted upon at the Meeting included (1) the election of seven directors of the Company for the ensuing year; (2) the appointment of Deloitte LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; (3) a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers; (4) a proposal to ratify and confirm the Company’s Advance Notice By-Law No. 15 relating to advance notice of proposed nominations to the Company's board; (5) a proposal to ratify and confirm the Company’s Shareholder Rights Plan; and (6) a proposal to re-approve and amend the Company’s 2013 Stock Incentive Plan.

Our scrutineer reported the vote of the shareholders as follows:

1. Election of Directors

Director Name Votes For Votes Withheld Abstentions Broker Non-Votes
Jay Amato 49,542,237 1,637,270 0 9,354,568
Margaret Shan Atkins 41,038,230 10,141,277 0 9,354,568
Michael Detlefsen 50,152,349 1,027,158 0 9,354,568
Douglas Greene 49,632,873 1,546,634 0 9,354,568
Katrina Houde 41,566,470 9,613,037 0 9,354,568
Hendrik Jacobs 50,155,898 1,023,609 0 9,354,568
Alan Murray 40,807,975 10,371,532 0 9,354,568

2. Appointment of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions Broker Non-Votes
59,042,817 798,624 692,634 0

3. Advisory Resolution Regarding the Compensation of the Company’s Named Executive Officers

Votes For Votes Against Abstentions Broker Non-Votes
41,113,263 9,572,841 493,403 9,354,568

4. Resolution to Confirm the Company’s Advance Notice By-Law No. 15

Votes For Votes Against Abstentions Broker Non-Votes
39,840,216 11,255,313 83,978 9,354,568

5. Resolution to Ratify and Confirm the Company’s Shareholder Rights Plan

Votes For Votes Against Abstentions Broker Non-Votes
37,432,916 13,510,296 236,295 9,354,568

6. Resolution Re-Approving and Amending the Company’s 2013 Stock Incentive Plan

Votes For Votes Against Abstentions Broker Non-Votes
39,290,552 11,771,871 117,084 9,354,568


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.

  SUNOPTA INC.
     
     
  By: /s/ Jill Barnett
    Jill Barnett
    General Counsel & Corporate Secretary
     
     
  Date: May 12, 2016