Form 8-K











Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2016




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-37530   47-1254894

(State or Other Jurisdiction

of Incorporation)

File Number)

(IRS Employer

Identification No.)

500 West 5th Street, Suite 1350

Austin, Texas

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 512.600.9893


(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 (see General Instructions A.2. below):


¨ 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.

On May 12, 2016, Amplify Snack Brands, Inc. (“Amplify”) held its 2016 Annual Meeting of Stockholders. The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to Amplify’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2016 (the “Proxy Statement”).

Proposal No. 1: Election of Directors

The stockholders elected William Christ, Chris Elshaw, and Pamela Netzky as Class I directors to hold office until the 2019 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal.


Director’s Name

   Votes For      Votes Withheld      Broker Non-Votes  

William Christ

     54,665,861         7,946,586         768,776   

Chris Elshaw

     56,028,125         6,584,322         768,776   

Pamela Netzky

     58,015,793         4,596,654         768,776   

Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Deloitte & Touche LLP as Amplify’s independent registered public accounting firm for the fiscal year ending December 31, 2016, with 63,265,964 shares voting in favor, 103,794 shares against and 11,465 shares abstaining.


Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Amplify Snack Brands, Inc.

/s/ Brian Goldberg

  Brian Goldberg
  Chief Financial Officer

May 13, 2016