On October 28, 2009, the Board of Directors of Hawkins Inc. approved the amendment and restatement of the By-laws of the Company. The amendments to the By-Laws implement changes that modernize the By-Laws to enable the Company to take advantage of the flexibility permitted under the Minnesota corporation statutes and include the following changes: The By-Laws add a 90-day advance notice requirement for shareholder proposals other than nominations for directors, to ensure the Company and its shareholders receive sufficient notice of such proposals. The advance notice requirement for shareholder nominations of director candidates, which had been set at 60 days following the end of the Company�s fiscal year, is revised to 90 days prior to the first anniversary of the preceding year�s annual shareholders� meeting. Both advance notice provisions require information regarding the proponent�s economic interests in the Company, including interests in derivative securities. These advance notice By-Law provisions are effective for the Company�s 2010 annual shareholders� meeting. Other changes to the Bylaws, which are effective as of October 28, 2009, include: specific Board authority to designate a date and location for shareholder meetings; Chief executive officer now has authority to appoint and remove officers to the extent permitted by law; the requirement that the Board directly establish officers� salaries has been eliminated; the requirement that the CEO or President sign each contract on the Company�s behalf has been eliminated, and other miscellaneous changes that reflect current statutory provisions.

Hawkins Inc. announced earnings results for the second quarter and six months ended September 30, 2009. Sales of $65.0 million for the quarter ended September 30, 2009 represented a decrease of 17.2% from $78.5 million in sales for the same period in the prior fiscal year. Net income for the second quarter of fiscal 2010 was $6.7 million, or $0.65 per share, fully diluted, compared to net income for the same period of fiscal 2009 of $6.8 million, or $0.67 per share, fully diluted. For the quarter, the company's operating income was $10.85 million and income from continuing operations was $6.67 million or $0.65 per diluted share against operating income of $11.25 million and income from continuing operations of $6.9 million or $0.67 per diluted share for the same quarter last year. For the six months ended September 30, 2009, the company reported sales of $138.6 million, net income of $12.7 million and diluted earnings per share of $1.24 as compared to sales of $141.0 million, net income of $11.7 million and diluted earnings per share of $1.14 for the same period a year ago. For the six months, the company's operating income was $20.35 million and income from continuing operations was $12.61 million or $1.23 per diluted share against operating income of $18.7 million and income from continuing operations of $11.62 million or $1.13 per diluted share for the same period last year.

The Board of Directors of Hawkins Inc. has authorized a regular semi-annual cash dividend of $0.28 per share. In addition, due to the company's strong financial performance in fiscal 2009, its strong cash position and no debt, the Board of Directors has authorized a special one-time dividend of $0.10 per share to be paid concurrently with the regular dividend. The dividends, totaling $0.38 per share, are payable October 9, 2009, to shareholders of record at the close of business on September 25, 2009.