8-K Shareholder Meeting 5-21-14




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): May 21, 2014

FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-33156
 
20-4623678
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification Number)

350 West Washington Street
Suite 600
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (602) 414-9300

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))









Item 5.07 Submission of Matters to a Vote of Security Holders
    
First Solar, Inc. (“First Solar”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2014. A description of each matter voted upon at the Annual Meeting is described in detail in First Solar’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2014. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
 
Proposal 1: To elect the following eleven nominees to First Solar’s board of directors, each to serve on the board of directors until the next annual meeting of stockholders or until his successor has been elected and qualified:
    
Nominees
 
Votes Cast For
 
Votes Withheld
 
Broker Non-Votes
Michael J. Ahearn
 
68,875,361

 
1,350,933

 
13,322,070

Sharon L. Allen
 
69,435,482

 
790,812

 
13,322,070

Richard D. Chapman
 
69,226,281

 
1,000,013

 
13,322,070

George A. Hambro
 
68,884,542

 
1,341,752

 
13,322,070

James A. Hughes
 
69,128,007

 
1,098,287

 
13,322,070

Craig Kennedy
 
69,407,797

 
818,497

 
13,322,070

James F. Nolan
 
69,087,717

 
1,138,577

 
13,322,070

William J. Post
 
69,405,624

 
820,670

 
13,322,070

J. Thomas Presby
 
69,322,483

 
903,811

 
13,322,070

Paul H. Stebbins
 
66,863,688

 
3,362,606

 
13,322,070

Michael Sweeney
 
69,144,358

 
1,081,936

 
13,322,070


Proposal 2: To ratify the appointment of PricewaterhouseCoopers, LLP as First Solar’s independent registered public accounting firm for the year ending December 31, 2014:
 
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
82,981,622

 
495,608

 
71,134

 

     
Proposal 3: Advisory vote on executive compensation:
 
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
68,535,048

 
1,581,185

 
110,061

 
13,322,070


Proposal 4: Stockholder Proposal Regarding Accelerated Vesting of Equity Awards Upon Change-in-Control:
 
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
12,936,666

 
57,114,984

 
174,644

 
13,322,070


Proposal 5: Stockholder Proposal Regarding Majority Voting Standard in Uncontested Director Elections:
 
Votes Cast For
 
Votes Cast Against
 
Abstentions
 
Broker Non-Votes
39,807,023

 
30,328,346

 
90,925

 
13,322,070


     







SIGNATURE

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.                        
 
 
 
 
 
 
FIRST SOLAR, INC.
 
 
 
 
 
Date: May 21, 2014
By:  
 
/s/
PAUL KALETA
 
Name: 
 
Paul Kaleta
 
Title:  
 
Executive Vice President, General Counsel