UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-00566		31-4388903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

425 Winter Road, Delaware, Ohio		43015
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (740) 549-6000

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 5 — Corporate Governance and Management

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

The Annual Meeting of Stockholders (the “Annual Meeting”) of Greif, Inc. (the “Company”) was held on February 28, 2011. At the Annual Meeting, the holders of the Company’s Class B Common Stock (the “Class B Stockholders”) voted on the following six proposals and cast their votes as described below.

Proposal 1

At the Annual Meeting, each of the following nominees was elected to the Company’s Board of Directors (the “Board”) for a one-year term. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

		For				Withheld
Vicki L. Avril			20,443,759				3,300
Bruce A. Edwards			20,443,959				3,100
Mark A. Emkes			20,443,759				3,300
John F. Finn			20,443,959				3,100
Michael J. Gasser			20,437,779				9,280
Daniel J. Gunsett			19,964,172				482,887
Judith D. Hook			20,056,443				390,616
Patrick J. Norton			20,443,959				3,100
John W. McNamara			20,441,759				5,300

Proposal 2

Proposal 2 was a management proposal to amend a material term of the Performance-Based Incentive Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

										Broker
For		Against				Abstain				Non-Vote
19,981,866			455,108				10,085				0

Proposal 3

Proposal 3 was a management proposal to reaffirm approval of the material terms of the Amended and Restated Long-Term Incentive Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

										Broker
For		Against				Abstain				Non-Vote
20,350,448			86,526				10,085				0

Proposal 4

Proposal 4 was a management proposal to amend a material term of the 2001 Management Equity Incentive and Compensation Plan, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

										Broker
For		Against				Abstain				Non-Vote
20,256,936			179,538				10,585				0

Proposal 5

Proposal 5 was an advisory vote on the Company’s executive compensation, as described in the proxy materials. This proposal was approved. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

										Broker
For		Against				Abstain				Non-Vote
19,973,967			23,426				449,666				0

Proposal 6

Proposal 6 was an advisory vote on the frequency term to conduct future advisory votes on the Company’s executive compensation, as described in the proxy materials. The inspectors of election certified the following vote tabulation as to the shares of the Class B Stockholders.

														Broker
1 Year		2 Years				3 Years				Abstain				Non-Vote
1,183,266			105,390				16,600,998				708,050				0

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, thereunto duly authorized.