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):  February 24, 2016

KEURIG GREEN MOUNTAIN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12340	03-0339228
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

33 Coffee Lane
Waterbury, Vermont 05676

(Address of Principal Executive Offices) (Zip Code)

(802) 244-5621

(Registrant’s telephone number, including area code)

N/A

(Registrant’s 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))

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

A special meeting of stockholders of Keurig Green Mountain, Inc., a Delaware corporation (the “Company”), was held on February 24, 2016 in Waterbury, Vermont (the “Special Meeting”). A total of 112,739,865 shares of the Company’s common stock, out of a total of 149,217,523 shares of common stock issued and outstanding and entitled to vote as of January 11, 2016 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s proxy statement dated January 12, 2016 and first mailed to the Company’s stockholders on or about January 14, 2016, is set forth below:

Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement

As previously reported, on December 6, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Acorn Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“Acorn”), Maple Holdings Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Acorn (“Sub”), and, solely for purposes of Article IX of the Merger Agreement, JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands.  Subject to the terms and conditions of the Merger Agreement, Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Acorn.

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 68.72% of the outstanding shares of the Company voted in favor of the proposal. The votes on this proposal were as follows:

Votes For	Votes Against	Votes Abstained
102,536,858	9,520,275	682,732

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. Approximately 83.10% of the shares present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:

Votes For	Votes Against	Votes Abstained
93,686,848	17,782,597	1,270,242

Adjournment of the Special Meeting

Because stockholders holding at least a majority of the shares of the Company’s common stock outstanding and entitled to vote at the close of business on the Record Date approved the proposal to adopt the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there had been insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Item 8.01.  Other Events.

On February 24, 2016, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of Keurig Green Mountain, Inc., dated February 24, 2016.

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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.

	KEURIG GREEN MOUNTAIN, INC.
February 24, 2016	By:	/s/ Michael J. Degnan
	Name:	Michael J. Degnan
	Title:	Chief Legal Officer, Corporate General Counsel and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Keurig Green Mountain, Inc., dated February 24, 2016.

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EX-99.1

Exhibit 99.1

Media Contact:

Dan Katcher / Matthew Sherman / Averell Withers

Joele Frank, Wilkinson Brimmer Katcher

T: 212-355-4449

pr@keurig.com

Investor Contact:

Kristi Bonner

Keurig Green Mountain, Inc.

T: 646-762-8095

kristi.bonner@keurig.com

FOR IMMEDIATE RELEASE

Keurig Stockholders Approve Merger With JAB Holdings

WATERBURY, Vt. (February 24, 2016) — Keurig Green Mountain, Inc. (“Keurig”) (NASDAQ: GMCR) announced that at a special meeting today, Keurig’s stockholders formally approved the previously announced merger agreement relating to the proposed transaction between Keurig and a JAB-led investor group.  Subject to the terms and conditions of the merger agreement, at the effective time of the merger, each share of Keurig common stock will be cancelled and converted into the right to receive $92.00 in cash.

The transaction remains subject to various closing conditions and is expected to close during the first calendar quarter of 2016.

About Keurig Green Mountain, Inc.

Keurig Green Mountain, Inc. (Keurig) (NASDAQ: GMCR) is reimagining how beverages can be created, personalized, and enjoyed, fresh-made in homes and workplaces. We are a personal beverage system company revolutionizing the beverage experience through the power of innovative technology and strategic brand partnerships. With an expanding family of more than 80 beloved brands and more than 575 beverage varieties, our Keurig® hot and Keurig® KOLD™ beverage systems deliver great taste, convenience, and choice at the push of a button. As a company founded on social responsibility, we are committed to using the power of business to brew a better world through our work to build resilient supply chains, sustainable products, thriving communities, and a water-secure world.

For more information visit: www.KeurigGreenMountain.com.

Keurig routinely posts information that may be of importance to investors in the Investor Relations section of its website, www.KeurigGreenMountain.com, including news releases and its complete financial statements, as filed with the SEC. The Company encourages investors to consult this section of its website regularly for important information and news. Additionally, by subscribing to the Company’s automatic email news release delivery, individuals can receive news directly from Keurig as it is released.

Forward-Looking Statements

Certain information in this press release constitutes “forward-looking statements.” Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to risks or uncertainties associated with: the satisfaction of the conditions precedent to the consummation of the transaction, including, without limitation, the receipt of regulatory approvals; unanticipated difficulties or expenditures relating to the transaction; legal proceedings, judgments or settlements, including those that may be and have been instituted against Keurig, its board of directors, executive officers and others following the announcement of the transaction; disruptions of current plans and operations caused by the announcement and pendency of the transaction; potential difficulties in employee retention due to the announcement and pendency of the transaction; the response of customers, distributors, suppliers, business partners and regulators to the announcement of the transaction; and other factors described in Keurig’s annual report on Form 10-K for Keurig’s fiscal year ended September 26, 2015 filed with the SEC, as amended.  Keurig can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this communication, and Keurig undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

KGM-G

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