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 19, 2011

 

FORMFACTOR, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code:  (925) 290-4000

 

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 (see General Instruction A.2.):

 

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

 

FormFactor, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”) on May 19, 2011 at its corporate headquarters at 7005 Southfront Road, Livermore, California 94551. At the meeting, the Company’s stockholders voted on the following four proposals and cast their votes as follows:

 

Proposal 1:  Election of two Class II directors to the Company’s Board of Directors, each to serve until his successor has been elected and qualified or until his earlier death, resignation or removal. The director nominees were:

 

Nominee		For		Withheld		Broker Non-Votes
G. Carl Everett, Jr.		35,144,612		5,577,420		5,611,647
Thomas St. Dennis		40,147,007		575,025		5,611,647

 

Each director nominee was elected a director of FormFactor, Inc.

 

Proposal 2:  Non-binding advisory vote on executive compensation:

 

For		Withheld		Abstain		Broker Non-Votes
34,959,750		5,728,738		33,547		5,611,647

 

The Company’s stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.

 

Proposal 3:  Non-binding advisory vote on frequency of vote on executive compensation:

 

One year		Two years		Three years		Abstain		Broker Non-Votes
38,238,536		329,044		2,119,994		34,458		5,611,647

 

On an advisory basis, the Company’s stockholders indicated their preference for the advisory vote on executive compensation to be held annually. In accordance with the voting results for this item, the Company intends to provide stockholders with an annual opportunity to cast a non-binding advisory vote on executive compensation until the next required advisory vote on the frequency of future advisory votes on executive compensation.  Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to provide stockholders at least once every six calendar years the opportunity to cast a non-binding advisory vote on the frequency of stockholder votes on executive compensation.

 

Proposal 4:  Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011:

 

For		Against		Abstain		Broker Non-Votes
46,167,322		159,616		6,741		0

 

This proposal was approved.

 

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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.

 

 

		FORMFACTOR, INC.
Dated:  May 24, 2011	By:	/s/ Stuart L. Merkadeau
		Name:	Stuart L. Merkadeau
		Title:	Senior Vice President,
			General Counsel and Secretary

 

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