Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

 

Securities Exchange Act of 1934 (Amendment No. )

 

 

 

Filed by the Registrant x

 

 

 

 

Filed by a party other than the Registrant o

 

 

 

 

Check the appropriate box:

 

 

 

o

Preliminary Proxy Statement



Confidential, For Use of the

 

 

 

 

Commission Only (as permitted

 

x

Definitive Proxy Statement

 

by Rule 14a-6(e)(2)) 

 

 

 

 

 

 

o

Definitive Additional Materials

 

 

 

 

 

 

 

 

o

Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

 

LANDEC CORPORATION

(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

 

x

No fee required.

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

Title of each class of securities to which transaction applies:




 

(2)

Aggregate number of securities to which transactions applies:


(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 


 

(4)

Proposed maximum aggregate value of transaction:




 

(5)

Total fee paid:




 

o

Fee paid previously with preliminary materials:


o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 


 

(1)

Amount previously paid:




 

(2)

Form, Schedule or Registration Statement no.:




 

(3)

Filing Party:




 

(4)

Date Filed:


 

 

 





 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 14, 2010

 

TO THE STOCKHOLDERS OF LANDEC CORPORATION:

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Landec Corporation (the “Company”) will be held on Thursday, October 14, 2010, at 1:30 p.m., local time, at Pacific Athletic Club, 200 Redwood Shores Parkway, Redwood City, CA 94065 for the following purposes:



 

1.

To elect four directors to serve for a term expiring at the Annual Meeting of Stockholders held in the second year following the year of their election and until their successors are duly elected and qualified;

 

 

2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 29, 2011; and

 

 

3.

To transact such other business as may properly come before the meeting or any postponement or adjournment(s) thereof.

 

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

 

Only stockholders of record at the close of business on August 16, 2010, are entitled to notice of and to vote at the meeting and any adjournment(s) thereof.

 

All stockholders are cordially invited to attend the meeting in person.  However, to assure your representation at the meeting, you are urged to mark, sign, and date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope enclosed for that purpose or vote your shares by telephone or via the Internet.


 

BY ORDER OF THE BOARD OF DIRECTORS

 

 

 

/s/ Geoffrey P. Leonard

 

 

 

GEOFFREY P. LEONARD

 

Secretary

Menlo Park, California

August 25, 2010



IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR VOTE YOUR SHARES BY TELEPHONE OR VIA THE INTERNET.  IF A QUORUM IS NOT REACHED, THE COMPANY MAY HAVE THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS.  IF YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.  THANK YOU FOR ACTING PROMPTLY.

 

 

 


 

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 14, 2010

 
INFORMATION CONCERNING SOLICITATION AND VOTING

 

General

 

The enclosed proxy is solicited on behalf of the Board of Directors of Landec Corporation (“Landec” or the “ Company ”), a Delaware corporation, for use at the annual meeting of stockholders (the “ Annual Meeting ”) to be held on Thursday, October 14, 2010, at 1:30 p.m., local time, or at any postponement or adjournment(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.  The Annual Meeting will be held at Pacific Athletic Club, 200 Redwood Shores Parkway, Redwood City, CA 94065. The telephone number at that location is (650) 593-1112.
The Company’s principal executive offices are located at 3603 Haven Avenue, Menlo Park, California 94025.  The Company’s telephone number at that location is (650) 306-1650.

 

Solicitation

 

These proxy solicitation materials are to be mailed on or about September 15, 2010, to all stockholders entitled to vote at the meeting.  The costs of soliciting these proxies will be borne by the Company.  These costs will include the expenses of preparing and mailing proxy materials for the Annual Meeting and the reimbursement of brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to beneficial owners of the Company’s Common Stock.  The Company may conduct further solicitation personally, telephonically or by facsimile through its officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation.

 

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting To Be Held on October 14, 2010.
This Proxy Statement and the Company’s Annual Report to stockholders are available at http://phx.corporate-ir.net/phoenix.zhtml?c=65846&p=irol-reportsAnnual.
You may also find a copy of this Proxy Statement and our Annual Report (with exhibits) on the SEC website at http://www.sec.gov. We will, upon written request and without charge, send you additional copies of our Annual Report (without exhibits) and this Proxy Statement. To request additional copies, please send your request by mail to Gregory S. Skinner, Chief Financial Officer, Landec Corporation, 3603 Haven Avenue, Menlo Park, CA 94025 (telephone number: (650) 306-1650).  Exhibits to the Annual Report may be obtained upon written request to Mr. Skinner and payment of the Company’s reasonable expenses in furnishing such exhibits.
 

 

 
Voting Procedure

 

You may vote by mail.

 

To vote by mail, please sign your proxy card and return it in the enclosed, prepaid and addressed envelope.  If you mark your voting instructions on the proxy card, your shares will be voted as you instruct.

 

You may vote in person at the Annual Meeting.

 

We will pass out written ballots to anyone who wants to vote at the Annual Meeting.  Holding shares in “street name” means your shares of stock are held in an account by your stockbroker, bank or other nominee, and the stock certificates and record ownership are not in your name.  If your shares are held in “street name” and you wish to attend the Annual Meeting, you must notify your broker, bank or other nominee and obtain proper documentation to vote your shares at the Annual Meeting.

 

You may vote by telephone or electronically.

 

You may submit your proxy by following the Vote by Phone instructions accompanying the proxy card.  If you have Internet access, you may submit your proxy from any location in the world by following the Vote by Internet instructions accompanying the proxy card.

 

You may change your mind after you have returned your proxy card.

 

If you change your mind after you return your proxy card or submit your proxy by telephone or Internet, you may revoke your proxy at any time before the polls close at the Annual Meeting.  You may do this by:

 


 

·

signing another proxy card with a later date, or

 

 

·

voting in person at the Annual Meeting.

 

Voting

 

Holders of Common Stock are entitled to one vote per share.

 

Votes cast in person or by proxy at the Annual Meeting will be tabulated by the Inspector of Elections.  The Inspector of Elections will also determine whether or not a quorum is present.  A majority of the shares entitled to vote, represented either in person or by proxy, will constitute a quorum for the transaction of business.

 

The affirmative vote of a majority of shares represented and voting at a duly held meeting at which a quorum is present is required for approval of proposals presented to stockholders.

 

The Inspector of Elections will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and in determining the approval of any matter submitted to stockholders for a vote.  Accordingly, abstentions will have the same effect as a vote against a proposal.

 

Any proxy which is returned using the form of proxy enclosed and which is not marked as to a particular item will be voted FOR election of the director nominees proposed by the Board of Directors, FOR the ratification of the appointment of Ernst & Young LLP  to serve as the Company’s independent registered public accounting firm for the fiscal year ending May 29, 2011, and as the proxy holders deem advisable on other matters that may come before the meeting or any adjournment(s) thereof, as the case may be, with respect to the item not marked.  If a broker indicates on the enclosed proxy or its substitute that it does not have discretionary authority as to certain shares to vote on a particular matter (“ broker non-votes ”), those shares will be counted for purposes of determining the presence of a quorum, but will not be considered as voting with respect to that matter.
 

2

 
Record Date and Share Ownership

 

Only stockholders of record at the close of business on August 16, 2010, are entitled to notice of, and to vote at, the Annual Meeting.  As of August 16, 2010, 26,507,778 shares of the Company’s Common Stock, par value $0.001 per share, were issued and outstanding.

 

Deadline for Receipt of Stockholder Proposals for the Company’s Annual Meeting of Stockholders in 2011

 

If any stockholder desires to present a stockholder proposal at the Company’s 2011 Annual Meeting of Stockholders, such proposal must be received by the Secretary of the Company no later than May 18, 2011, in order that they may be considered for inclusion in the proxy statement and form of proxy relating to that meeting.

 

Also, if a stockholder does not notify the Company on or before August 1, 2011, of a proposal for the 2011 Annual Meeting of Stockholders, management intends to use its discretionary voting authority to vote on such proposal, even if the matter is not discussed in the proxy statement for the 2011 Annual Meeting of Stockholders.

 

Householding of Proxy Materials

 

Some companies, brokers, banks, and other nominee record holders participate in a practice commonly known as “householding,” where a single copy of our Proxy Statement and Annual Report is sent to one address for the benefit of two or more stockholders sharing that address. Householding is permitted under rules adopted by the SEC as a means of satisfying the delivery requirements for proxy statements and annual reports, potentially resulting in extra convenience for stockholders and cost savings for companies. We will promptly deliver a separate copy of either document to you if you contact our Chief Financial Officer at the address listed above or call us at (650) 306-1650. If you are receiving multiple copies of our Proxy Statement and Annual Report at your household and wish to receive only one, please notify your bank, broker, or other nominee record holder, or contact our Chief Financial Officer at the address listed above.
 

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