form8k615.htm

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 3, 2015, Checkpoint Systems, Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders: (i) elected the Company’s nominees as directors; (ii) approved the Company’s 2015 Incentive Award Plan; (iii) approved the Company’s 2015 Employee Stock Purchase Plan; (iv) did not approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015. Of the 42,068,671 shares of the Company’s common stock entitled to vote at the meeting a total of 38,998,024 shares (92.70%) were represented at the meeting in person or by proxy. The voting results for each proposal are set forth below.

Proposal No. 1 – Election of Directors

The shareholders elected two Class III directors to each serve a three-year term until the 2018 Annual Meeting of Shareholders. The results of the vote were as follows:

Nominee	For	Withheld	Broker Non-Votes
George Babich, Jr.	28,909,170	6,743,510	3,345,345
Julie S. England	26,158,130	9,494,550	3,345,345

Proposal No. 2 – Approval of the Checkpoint Systems, Inc. 2015 Incentive Award Plan.

The shareholders approved the Company’s 2015 Incentive Award Plan. The results of the vote were as follows:

For	Against	Abstentions	Broker Non-Votes
27,702,019	7,893,643	57,018	3,345,345

Proposal No. 3 – Approval of the Checkpoint Systems, Inc. 2015 Employee Stock Purchase Plan.

The shareholders approved the Company’s 2015 Employee Stock Purchase Plan. The results of the vote were as follows:

For	Against	Abstentions	Broker Non-Votes
31,492,990	4,109,072	50,618	3,345,345

Proposal No. 4 – Approval, by Non-binding Advisory Vote, of the Compensation of the Company’s Named Executive Officers

The shareholders did not approve, on an advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

For	Against	Abstentions	Broker Non-Votes
16,264,889	19,323,194	64,597	3,345,345

Proposal No. 5 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015.

The shareholders ratified the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 27, 2015. The results of the vote were as follows:

For	Against	Abstentions	Broker Non-Votes
37,412,548	1,525,698	59,779	3,345,345

Item 8.01 Other Events

On June 3, 2015 the Company’s Board of Directors elected Stephen N. David, age 66, Chairman of the Board, effective immediately. Mr. David succeeds William S. Antle, III, who will continue to serve as a director of the Company. On June 4, 2015, the Company issued a press release announcing the election of Mr. David as Chairman of the Board, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release dated June 4, 2015

	Pennsylvania		22-1895850
	(State of Incorporation)		(IRS Employer Identification No.)

	101 Wolf Drive, Thorofare, NJ		08086
	(Address of principal executive offices)		(Zip Code)

	Company Name

Date: June 4, 2015	By:	/s/ James M. Lucania
		Name: James M. Lucania
		Title: Acting Chief Financial Officer and Treasurer

	856-848-1800
	(Registrant’s telephone number, including area code)



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