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
Date of Report (Date of earliest event reported): November 2, 2011 (October 31, 2011)
(GREIF LOGO)
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
Not Applicable
(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:
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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.02(d)
On October 31, 2011, and effective on November 1, 2011, the Board of Directors of Greif, Inc. (the “Company”) elected David B. Fischer as a director of the Company to fill a vacancy on the Board and to serve until the Company’s next annual meeting of stockholders (expected to occur on February 27, 2012) and until his successor is elected and qualified.
There are no arrangements or understandings between Mr. Fischer and any other person pursuant to which Mr. Fischer was selected as a director of the Company. Mr. Fischer is also the President and Chief Executive Officer of the Company. The announcement of Mr. Fischer’s election as director is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.03(a)
On October 31, 2011, and effective on November 1, 2011, the Company’s Board of Directors adopted an amendment to Article II, Section 1 of the Company’s Second Amended and Restated By-Laws that increased the number of directors of the Company from nine to ten. The amendment to the Second Amended and Restated By-Laws is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit No.   Description
       
 
  99.1    
Press release issued by Greif, Inc. on November 1, 2011 announcing that David B. Fischer Elected to Greif, Inc. Board of Directors.
       
 
  99.2    
Amendment of Second and Restated By-Laws of Greif, Inc.

 

 

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.
         
  GREIF, INC.
  		 
Date: November 2, 2011  By /s/ Robert M. McNutt    
  Robert M. McNutt,
Senior Vice President and Chief Financial Officer  		 

 

 

         
EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  99.1    
Press release issued by Greif, Inc. on November 1, 2011 announcing that David B. Fischer Elected to Greif, Inc. Board of Directors.
       
 
  99.2    
Amendment of Second and Restated By-Laws of Greif, Inc.

 

3

EXHIBIT 99.1
NEWS
DAVID B. FISCHER ELECTED TO GREIF, INC. BOARD OF DIRECTORS
DELAWARE, Ohio (Nov. 1, 2011) — David B. Fischer, president and CEO of Greif, Inc. (NYSE: GEF, GEF.B), was elected to Greif’s Board of Directors on Nov. 1, the first day of the company’s 2012 fiscal year. The Board had increased its membership from nine to 10; Fischer fills the new position.
Fischer became Greif president and CEO on Nov. 1, taking over from Michael J. Gasser, who became executive chairman.
“Dave will bring an intimate knowledge of Greif’s business to the Board,” Gasser said. “His hands-on experience with our industrial, paper and flexible packaging segments; support of our land management segment; and involvement with our acquisitions, from vetting to integration activities using the Greif Business System, combined with his respect for The Greif Way, will serve the Board well as he leads our company into the future.”
Fischer was named president and chief operating officer of Greif in October 2007. He joined Greif in November 2004 as senior vice president and divisional president, Industrial Packaging & Services — Americas, and later assumed responsibility for additional IP&S operations in Asia, Australia and Africa.
Fischer joins Vicki L. Avril, Bruce A. Edwards, Mark A. Emkes, John F. Finn, Gasser, Daniel J. Gunsett, Judith D. Hook, John W. McNamara and Patrick J. Norton on the Greif board.
About Greif, Inc.
Greif is a world leader in industrial packaging products and services. The company produces steel, plastic, fibre, flexible, corrugated and multiwall containers and containerboard, and provides reconditioning, blending, filling and packaging services for a wide range of industries. Greif also manages timber properties in North America. The company is strategically positioned in more than 55 countries to serve global as well as regional customers. Additional information is on the company’s website at www.greif.com .
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Contact:
Deb Strohmaier, APR
Director, Communications
+1 740-816-0692
debra.strohmaier@greif.com
Analysts:
Robert Lentz
+1 614-876-2000

 

 

EXHIBIT 99.2
Amendment of Second Amended and Restated By-Laws (effective November 1, 2011)
Article II, Section 1 of the Second Amended and Restated By-Laws of Greif, Inc. is deleted and the following provision is inserted in lieu thereof:
“Article II, Section 1. Number of Directors . Until changed in accordance with the provisions of Article IX, below, the number of Directors of the Corporation shall be ten (10).”