UNIFIED GROCERS, INC.

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of the earliest event reported): February 20, 2013 UNIFIED GROCERS, INC. (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) (Commission File Number) 5200 Sheila Street, Commerce, CA (Address of principal executive offices) (Zip Code) (323) (Registrant s telephone number, including area code) (I.R.S. Employer Identification No.) 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 ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 TABLE OF CONTENTS Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item Submission of Matters to a Vote of Security Holders Item Regulation FD Disclosure Item Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EXHIBIT 99.1 Press release dated February 20, 2013 EXHIBIT 99.2 Press release dated February 25, 2013 EXHIBIT 99.3 Press release dated February 25, 2013

3 Item Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the annual shareholders meeting held on February 20, 2013, Alfred A. Plamann, Chief Executive Officer, informed Unified Grocers, Inc. (the Company ) of his intention to retire from the Company effective May 1, At a Board of Directors meeting immediately following the annual shareholders meeting, Robert M. Ling, Jr. was named to the position of Chief Executive Officer, President & General Counsel effective May 1, Mr. Ling, 55, has served as President & General Counsel since June 15, 2011 and served as Executive Vice President, General Counsel and Secretary of the Company (formerly known as Unified Western Grocers, Inc.) since As of the time of the filing of this report, the Company has not entered into any material compensatory agreement, or materially amended such an agreement, with Mr. Ling in relation to his new position. Also at the Board of Directors meeting, the directors re-elected Richard E. Goodspeed, Principal, Goodspeed & Associates, as Chairman of the Board of Unified Grocers. Goodspeed has served as Chairman of Unified s Board since The directors also reelected Louis A. Amen, Chairman of the Board, Super A Foods, Inc., as First Vice Chairman and elected Jay T. McCormack, President and Chief Executive Officer, Rio Ranch Markets, as Second Vice Chairman. Item Submission of Matters to a Vote of Security Holders. Unified Grocers, Inc. held its annual meeting of shareholders on February 20, Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of The purpose of the annual meeting was to elect the Board of Directors for the ensuing year. The final results of the votes are: 1. Election of Directors Class A Directors Votes For Withheld Authority Louis A. Amen 94,500 5,950 John Berberian 95,200 5,250 Oscar Gonzalez 94,850 5,600 Richard E. Goodspeed 95,200 5,250 Paul Kapioski 95,200 5,250 Mark Kidd 94,850 5,600 John D. Lang 95,200 5,250 Jay T. McCormack 94,500 5,950 John Najjar 94,850 5,600 Thomas S. Sayles 95,200 5,250 Michael S. Trask 95,200 5,250 Kenneth Ray Tucker 94,500 5,950 Richard L. Wright 95,200 5,250 Class B Directors Votes For Withheld Authority Darioush Khaledi 314,099 10,242 Mimi R. Song 314,099 10,242 Robert E. Stiles 314,099 10,242

4 Item Regulation FD Disclosure. On February 20, 2013, the Company issued a press release to announce the retirement of Alfred A. Plamann from the position of Chief Executive Officer, effective May 1, On February 25, 2013, the Company issued press releases to announce the appointment of Robert M. Ling, Jr. as Chief Executive Officer, President and General Counsel of the Company effective May 1, 2013 and the election of the Board of Directors and the Board of Directors election of the Chairman, First Vice Chairman and Second Vice Chairman. Copies of the press releases are furnished as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, is being furnished and will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act ) or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in Item 7.01, Exhibit 99.1, Exhibit 99.2 or to Exhibit The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Report contains is material investor information that is not otherwise publicly available. Item Financial Statements and Exhibits. (d) Exhibit No. Exhibits Description 99.1 Press release, issued by the Registrant, dated February 20, Press release, issued by the Registrant, dated February 25, Press release, issued by the Registrant, dated February 25, 2013.

5 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. Date: February 25, 2013 UNIFIED GROCERS, INC. By /s/ Robert M. Ling, Jr. Robert M. Ling, Jr. President and General Counsel

6 Exhibit 99.1 Press Release MAILING ADDRESS P.O. Box Los Angeles, CA Sheila Street Commerce, CA For Immediate Release Date: February 20, 2013 Contact: Tom Schaffner, (323) Al Plamann to Retire from Unified Grocers (Cerritos, CA) Al Plamann, chief executive officer, Unified Grocers, announced today that he will retire from the company, effective May 1, Plamann made his announcement at the Company s Annual Shareholders Meeting at the Sheraton Cerritos Hotel. Through Al Plamann s leadership, Unified Grocers has more than doubled in size and has evolved into one of the premier companies in today s grocery industry, said Richard Goodspeed, Chairman of the Board, Unified Grocers. We appreciate Al s commitment to Unified s growth and success, and we wish him well in his retirement. Plamann has served as Chief Executive Officer of the Company since September 1999 when Los Angeles-based Certified Grocers of California, Ltd. merged with United Grocers, Inc. of Portland, Oregon. Prior to the merger, Plamann served as President and Chief Executive Officer of Certified Grocers of California for six years and also spent four years as Senior Vice President of Finance and Chief Financial Officer. Before joining Certified in 1989, he had a distinguished 13-year career with Atlantic-Richfield Company (ARCO) in Los Angeles. With Bob Ling s nearly two years of experience as President of the company, an energetic management team in place, a loyal and dedicated group of associates and a strong base of independent retailers, I feel that this is an ideal time for me to step back and let this dynamic group take the Company to new levels of prosperity, Plamann said. I am confident that Unified Grocers is wellpositioned for success in the years to come. More

7 PAGE 2 AL PLAMANN TO RETIRE FROM UNIFIED GROCERS During Plamann s tenure as CEO, Unified has grown from a Company with $1.8 billion in annual sales to nearly $4 billion. Additionally, the Company has expanded its customer base to an area that stretches from Mexico to Alaska, as well as to key international points around the globe. Al Plamann has been a driving force at Unified for decades, helping our Company to achieve unprecedented levels of success, said Bob Ling, president, Unified Grocers. He has a well-earned reputation as a creative thinker and strategist and his legacy for these achievements and other contributions will endure in our industry for many years to come. Plamann currently serves as the Vice Chairman of the Twelfth District Economic Advisory Council of the Federal Reserve, as well as the Board of the Food Marketing Institute and the National Cooperative Grocers Association. In February of 2004, he was inducted into the CGA Hall of Achievement. He is a Board member of the Los Angeles Area Chamber of Commerce and the Town Hall of Los Angeles, a Board of Visitors member of the George L. Graziadio School of Business & Management Pepperdine University and a member of the Southern California Chapter of the National Association of Corporate Directors and Weingart Center Association, a non-profit organization that provides assistance to the homeless in Los Angeles. About Unified Grocers, Inc. Founded in 1922, Unified Grocers is a retailer-owned wholesale grocery distributor that supplies independent retailers throughout the western United States. Unified and its subsidiaries, which generated approximately $3.8 billion in sales during fiscal 2012, offer independent retailers all the resources they need to compete in the supermarket industry. For more information about Unified Grocers, visit: 30

8 PAGE 3 AL PLAMANN TO RETIRE FROM UNIFIED GROCERS Safe Harbor Statement This press release contains forward-looking statements about the future performance of Unified Grocers based on Management s assumptions and beliefs in light of information currently available to it. There are a variety of factors that could cause actual and future results to differ materially from those anticipated by the statements made above. These factors are outlined in the Company s Form 10-K and other interim reports filed with the Securities and Exchange Commission. Furthermore, Unified undertakes no obligation to update, amend or clarify forward-looking statements whether as a result of new information, future events, or otherwise.

9 Exhibit 99.2 Press Release MAILING ADDRESS P.O. Box Los Angeles, CA Sheila Street Commerce, CA For Immediate Release Date: February 25, 2013 Contact: Tom Schaffner Bob Ling Named CEO at Unified (COMMERCE, CA) At a meeting held on Feb. 20, 2013, members of the Board of Directors of Unified Grocers, the largest wholesale grocery distributor in the Western United States, named Bob Ling President and Chief Executive Officer, effective May 1, Ling, who has been President of Unified since June, 2011, succeeds Al Plamann, who announced his retirement earlier at the Company s Annual Shareholders Meeting. Prior to being named President, Ling served as Executive Vice President, General Counsel and Secretary, a position in which he was responsible for the Company s Human Resources, Labor Relations, Real Estate and Government Relations functions. Before he joined Unified in 1996, Ling held senior level positions with retail drugstore and supermarket companies. He was Vice President, General Counsel and Secretary for MegaFoods Stores, Inc., in Mesa, Arizona and also served as Acting President and CEO of MegaFoods. Ling also had a similar position with Reliable Drug Stores, Inc., in Indianapolis, Indiana. Earlier in his career, he was a partner in the law firm of Michael Best & Friedrich in Milwaukee, Wisconsin, concentrating his practice in employment and labor law. Ling currently serves on the Board of Directors of the National Grocers Association and was Chairman of the Board of the California Grocers Association (CGA) in 2009 and recently served as Chairman of the Board of Trustees of the CGA Educational Foundation for four years. Previously, he served on CGA s Executive Committee, was a member of the Government Relations Committee and the Association s Political Advisory Committee. He is a Board Member and Public Affairs Committee Member of the California Retailers Association. He also is a member of the California Business Roundtable and the Government Relations Committee of the Food Marketing Institute. A graduate of Tufts University with a Bachelor of Arts degree in Economics, Ling holds a Juris Doctor degree from the University of Michigan Law School. He is a member of the State Bar of California and the State Bar of Wisconsin. MORE

10 PAGE 2 BOB LING NAMED CEO AT UNIFIED About Unified Grocers, Inc. Founded in 1922, Unified Grocers is a retailer-owned wholesale grocery distributor that supplies independent retailers throughout the western United States. Unified and its subsidiaries, which generated approximately $3.8 billion in sales during fiscal 2012, offer independent retailers all the resources they need to compete in the supermarket industry. Safe Harbor Statement This press release contains forward-looking statements about the future performance of Unified Grocers based on Management s assumptions and beliefs in light of information currently available to it. There are a variety of factors that could cause actual and future results to differ materially from those anticipated by the statements made above. These factors are outlined in the Company s Form 10-K and other interim reports filed with the Securities and Exchange Commission. Furthermore, Unified undertakes no obligation to update, amend or clarify forward-looking statements whether as a result of new information, future events, or otherwise.

11 Exhibit 99.3 Press Release MAILING ADDRESS P.O. Box Los Angeles, CA Sheila Street Commerce, CA For Immediate Release Date: February 25, 2013 Contact: Tom Schaffner Unified Shareholders Elect Board of Directors, Goodspeed Re-Elected Chairman of the Board (COMMERCE, CA) Shareholders of Unified Grocers, the largest wholesale grocery distributor in the western United States, elected 16 individuals to the Board of Directors at the Company s Annual Shareholders Meeting, held Feb. 20, 2013 in Cerritos, Calif. At a Board of Directors meeting immediately following the Annual Shareholders Meeting, directors re-elected Richard E. Goodspeed, Principal, Goodspeed & Associates, as Chairman of the Board of Unified Grocers. Goodspeed has served as Chairman of Unified s Board since Directors also re-elected Louis A. Amen, Chairman of the Board, Super A Foods, Inc., Los Angeles, Calif., as First Vice Chairman and elected Jay T. McCormack, President and Chief Executive Officer, Rio Ranch Markets, Riverside, Calif., as Second Vice Chairman. In addition to Goodspeed, Amen and McCormack, 13 other individuals were elected by shareholders to serve on Unified s Board of Directors: John Berberian, President, Berberian Enterprises, Inc., Los Angeles, Calif. Oscar Gonzalez, Co-owner, Northgate Gonzalez Markets, Inc., Anaheim, Calif. Paul Kapioski, President, CAP Food Services Co., Seattle, Wash. Darioush Khaledi, Chairman of the Board and Chief Executive Officer, K.V. Mart Co., Carson, Calif. Mark H. Kidd, President, Mar-Val Food Stores, Inc., Lodi, Calif. More

12 PAGE 2 UNIFIED SHAREHOLDERS ELECT BOARD OF DIRECTORS, GOODSPEED RE-ELECTED CHAIRMAN OF THE BOARD John D. Lang, President and Chief Executive Officer, Epson America, Inc., Long Beach, Calif. John Najjar, President, Cardiff Seaside Market, Inc., Cardiff, Calif. Thomas S. Sayles, Senior Vice President, University Relations, University of Southern California., Los Angeles, Calif. Mimi R. Song, President and Chief Executive Officer, Super Center Concepts, Inc., Santa Fe Springs, Calif. Robert E. Stiles, Special Advisor to the CEO, Gelson s Markets, Encino, Calif. Michael S. Trask, President, Stanlar Foods, Inc., Granite Falls, Wash. Kenneth R. Tucker, President, Evergreen Markets, Inc., Greenville, Calif. Richard L. Wright, Chairman of the Board, Market of Choice, Inc., Eugene, Ore. All directors on Unified s Board were elected to one-year terms. About Unified Grocers, Inc. Founded in 1922, Unified Grocers is a retailer-owned wholesale grocery distributor that supplies independent retailers throughout the western United States. Unified and its subsidiaries, which generated approximately $3.8 billion in sales during fiscal 2012, offer independent retailers all the resources they need to compete in the supermarket industry. Safe Harbor Statement This press release contains forward-looking statements about the future performance of Unified Grocers based on Management s assumptions and beliefs in light of information currently available to it. There are a variety of factors that could cause actual and future results to differ materially from those anticipated by the statements made above. These factors are outlined in the Company s Form 10-K and other interim reports filed with the Securities and Exchange Commission. Furthermore, Unified undertakes no obligation to update, amend or clarify forward-looking statements whether as a result of new information, future events, or otherwise.