TRACTOR SUPPLY CO /DE/false000091636500009163652021-05-072021-05-07


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 7, 2021 (May 6, 2021)

  
Tractor Supply Company
__________________________________________
(Exact name of registrant as specified in its charter)
 
Delaware000-2331413-3139732
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
 
5401 Virginia Way, Brentwood, Tennessee 37027
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.008 par valueTSCONASDAQ 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 2021 Annual Meeting of Stockholders of Tractor Supply Company (the “Company”) was held on May 6, 2021. 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 25, 2021, 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 a stockholder proposal to transition to a Public Benefit Corporation.

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 "Transition to Public Benefit Corporation", which were described in more detail in the definitive proxy statement relating to the 2021 Annual Meeting of Stockholders that the Company filed with the Securities and Exchange Commission on March 25, 2021, are set forth below.

(1) Each director was elected by the following tabulation:
ForWithheldBroker Non-Votes
Cynthia T. Jamison81,840,29811,378,18011,718,810
Joy Brown92,932,446286,03211,718,810
Ricardo Cardenas92,657,796560,68211,718,810
Denise L. Jackson92,660,703557,77511,718,810
Thomas A. Kingsbury92,385,249833,22911,718,810
Ramkumar Krishnan92,535,917682,56111,718,810
Edna K. Morris87,208,4456,010,03311,718,810
Mark J. Weikel92,418,244800,23411,718,810
Harry A. Lawton III92,971,088247,39011,718,810

(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 25, 2021 was approved by the following tabulation:
ForAgainstAbstain
100,621,8464,140,534174,908

(3) The compensation of the named executive officers of the Company was approved on an advisory and non-binding basis by the following tabulation:
ForAgainstAbstainBroker Non-Votes
80,030,98012,755,310432,18811,718,810

(4) Stockholder Proposal: The stockholder proposal titled "Transition to Public Benefit Corporation" was not approved by the following tabulation:
ForAgainstAbstainBroker Non-Votes
3,127,28589,145,696945,49711,718,810




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 7, 2021 By:/s/ Kurt D. Barton
   Name: Kurt D. Barton
   Title: Executive Vice President - Chief Financial Officer and Treasurer