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
May 10, 2013
Date of Report (Date of earliest event reported)
CYPRESS SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1 10079 | 94-2885898 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
198 Champion Court
San Jose, California 95134-1599
(Address of principal executive offices)
(408) 943-2600
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Stockholders Meeting (the Annual Meeting) on May 10, 2013. On March 15, 2013, the record date for stockholders entitled to vote at the Annual Meeting (the Record Date), 146,723,205 shares of the Companys common stock, par value $0.001 per share, were outstanding, each of which entitled the holder to one vote on each matter brought before the Annual Meeting. A total of 130,870,542 shares of common stock was represented in person or by proxy at the Annual Meeting, representing 89.19% of the shares of common stock issued and outstanding on the Record Date. At the Annual Meeting, our stockholders:
| Elected eight directors to serve for the ensuing year and until their successors are elected; |
| Ratified the audit committees selection of our independent auditors for fiscal year 2013; |
| Approved, in an advisory vote, compensation for our named executive officers; |
| Approved the Amended and Restated 2013 Stock Plan; and |
| Approved the Amended and Restated Employee Stock Purchase Plan. |
The number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, as applicable, with respect to each matter brought before the Annual Meeting is set forth below.
a. Election of Directors
For |
Withheld |
|||||||
T.J. Rodgers |
95,930,034 | 1,086,282 | ||||||
W. Steve Albrecht |
79,458,422 | 17,557,894 | ||||||
Eric A. Benhamou |
79,033,448 | 17,982,868 | ||||||
Lloyd Carney |
92,914,324 | 4,101,992 | ||||||
James R. Long |
92,944,130 | 4,072,186 | ||||||
J. Daniel McCranie |
79,448,124 | 17,568,192 | ||||||
J.D. Sherman |
79,433,751 | 17,582,565 | ||||||
Wilbert van den Hoek |
96,139,283 | 877,033 |
b. The vote on the ratification of the Audit Committees selection of PricewaterhouseCoopers LLP as our independent auditors for fiscal year 2013 was:
For |
Against | Abstain | Broker Non-Votes | |||
129,046,358 |
1,614,016 | 210,168 | 0 |
c. The vote on the advisory proposal to approve the compensation of our named executive officers was:
For |
Against | Abstain | Broker Non-Votes | |||
51,021,112 |
45,732,467 | 262,737 | 33,854,226 |
Consistent with the recommendation of our board of directors, the stockholders of the Company will provide such advisory vote on the compensation of our named executive officers on an annual basis until such time as our board of directors determines otherwise.
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d. The vote on the approval of our Amended and Restated 2013 Stock Plan was:
For |
Against | Abstain | Broker Non-Votes | |||
53,906,753 |
42,928,002 | 181,561 | 33,854,226 |
f. The vote on the approval of our named Employee Stock Purchase Plan was:
For |
Against | Abstain | Broker Non-Votes | |||
95,854,933 |
978,015 | 183,368 | 33,854,226 |
Item 7.01 | Regulation FD Disclosure |
The Company issued a press release today announcing that the Board of Directors has declared a dividend payment of $0.11 per share. The Company has elected to furnish the press release as an exhibit to this Form 8-K.
Item 9.01 | Financial Statements and Exhibits |
(a) | Financial statements of business acquired. Not applicable. |
(b) | Pro forma financial information. Not applicable. |
(c) | Shell Company transactions. Not applicable. |
(d) | Exhibits. The exhibit listed below is being furnished with this Form 8-K. |
Exhibit 99.1 Press Release, dated May 13, 2013
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CYPRESS SEMICONDUCTOR CORPORATION | ||||||
Date: May 13, 2013 | By: | /s/ Brad W. Buss | ||||
Brad W. Buss | ||||||
Chief Financial Officer, Executive Vice President, Finance and Administration |
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release, dated May 13, 2013 |
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