Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2019



DARLING INGREDIENTS INC.
(Exact Name of Registrant as Specified in Charter)



Delaware	001-13323	36-2495346
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



251 O’CONNOR RIDGE BLVD., SUITE 300, IRVING, TEXAS			75038
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:		(972) 717-0300

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 Instruction 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))

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. ¨

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock $0.01 par value per share	DAR	New York Stock Exchange (“NYSE”)


Item 5.07.	Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Darling Ingredients Inc. (the "Company") held on May 7, 2019, the stockholders elected the Company's Board of Directors and voted upon two Board proposals contained within the Company's Proxy Statement dated March 27, 2019.

The Board nominees were elected with the following vote:



Nominee	For	Against	Abstentions	Broker Non-Votes

Randall C. Stuewe	142,713,893	6,362,858	38,283	4,787,461
Charles Adair	148,489,672	588,681	36,681	4,787,461
D. Eugene Ewing	147,101,013	1,949,809	64,212	4,787,461
Linda Goodspeed	148,492,252	585,432	37,350	4,787,461
Dirk Kloosterboer	147,626,281	1,451,722	37,031	4,787,461
Mary R. Korby	147,335,923	1,742,113	36,998	4,787,461
Cynthia Pharr Lee	148,466,237	586,120	62,677	4,787,461
Charles Macaluso	144,149,868	4,927,206	37,960	4,787,461
Gary W. Mize	148,490,205	586,095	38,734	4,787,461
Michael E. Rescoe	148,488,277	587,923	38,834	4,787,461
Nicole M. Ringenberg	148,552,795	526,091	36,148	4,787,461

The stockholders voted on the following proposals and cast their votes as described below:

Board proposal to ratify the selection of KPMG LLP, independent registered public accounting firm, as the Company’s independent registered public accountant for the fiscal year ending December 28, 2019:



For	Against	Abstentions	Broker Non-Votes
147,329,102	6,522,951	50,442	—

Board proposal to approve, on an advisory basis, the Company’s executive compensation:



For	Against	Abstentions	Broker Non-Votes
145,519,655	3,458,269	137,110	4,787,461

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.