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ITEM 5.07
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Submission of Matters to a Vote of Security Holders
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On June 25, 2018, Fred’s,
Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders. At the 2018 Annual Meeting, the Company’s
shareholders considered and voted on the following four proposals: (1) the election of five directors, each for a one-year term;
(2) the ratification of the selection of BDO USA, LLP as the Company’s independent, registered public accounting firm; (3)
the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers; and (4) the
approval of the Company’s Amended and Restated Rights Agreement.
At the close of business on
May 1, 2018, the record date, the Company had 37,127,059 shares of common stock issued and outstanding. There were 26,406,053 shares
represented in person or by proxy at the 2018 Annual Meeting, which comprised a majority of the issued and outstanding shares of
common stock as of the record date.
Each proposal considered at
the 2018 Annual Meeting was approved. The voting results for each proposal are described below.
Proposal 1
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Election of Directors
Each of Heath B. Freeman, Timothy
A. Barton, Dana Goldsmith Needleman, Steven B. Rossi and Thomas E. Zacharias was elected as a director of the Company by vote of
the shareholders. The results of the voting were as follows:
Election of Directors
:
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For
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Withheld
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Heath B. Freeman
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25,862,788
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543,265
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Timothy A. Barton
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25,854,253
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551,800
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Dana Goldsmith Needleman
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25,895,190
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510,863
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Steven B. Rossi
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25,854,559
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551,494
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Thomas E. Zacharias
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25,853,289
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552,764
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Proposal 2
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Ratification
of Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify
the selection of BDO USA, LLP as the Company’s independent, registered public accounting firm for the fiscal year ending
February 2, 2019. The results of the voting were as follows:
For
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Against
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Abstain
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26,254,339
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146,277
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5,437
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There were no broker non-votes
with respect to this proposal.
Proposal 3
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Advisory Vote on Executive
Compensation
The shareholders voted to approve, on a nonbinding,
advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:
For
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Against
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Abstain
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24,547,247
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1,231,168
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627,638
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There were no broker non-votes
with respect to this proposal.
Proposal 4
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Approval
of the Company’s Amended and Restated Rights Agreement
The shareholders voted to approve the Company’s
Amended and Restated Rights Agreement. The results of the voting were as follows:
For
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Against
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Abstain
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25,303,966
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1,097,576
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4,511
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There were no broker non-votes
with respect to this proposal.