a51155209.htm

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): July 29, 2015
 
 
  CIRRUS LOGIC, INC.  
  (Exact name of Registrant as specified in its charter)  
 
 Delaware   0-17795   77-0024818
(State or Other Jurisdiction of   (Commission   (IRS Employer
Incorporation or Organization)   File Number)   Identification No.)
 
  800 W. 6th Street, Austin, TX   78701
  (Address of Principal Executive Offices)   (Zip Code)
 
Registrant's telephone number, including area code:  (512) 851-4000

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:

[  ] 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 Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”) was held on July 29, 2015.   At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 1, 2015.  Final voting results for each of the matters voted on at the meeting are set forth below.

Proposal One:  Election of Directors
 
Name
 Votes For   Votes Withheld
 
Broker Non-Votes
 
John C. Carter
27,206,671
  
17,743,680
  
12,080,437
  
Alex Davern
42,940,446
  
2,009,905
  
12,080,437
  
Timothy R. Dehne
44,764,640
  
185,711
  
12,080,437
  
Christine King
44,758,905
  
191,446
  
12,080,437
  
Jason P. Rhode
44,788,647
  
161,704
  
12,080,437
  
Alan R. Schuele
44,784,563
  
165,788
  
12,080,437
  
William D. Sherman
27,227,264
  
17,723,087
  
12,080,437
  
David J. Tupman
44,743,404
  
206,947
  
12,080,437
  
 
Proposal Two:   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2016 fiscal year.
 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
33,828,064
23,174,966
27,758
  

Proposal Three:   Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers as described in the proxy statement.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
43,354,082
1,132,729
463,540
12,080,437

Proposal Four: Approval of the Amendment to, and the Restatement of, the 2006 Stock Incentive Plan.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
40,946,728
3,945,872
57,751
12,080,437

Proposal Five: Approval of the Material Terms of the 2006 Stock Incentive Plan, as Amended and Restated, for Purposes of Complying with the Requirements of Section 162(m) of the Internal Revenue Code.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
42,102,187
2,793,710
54,454
12,080,437

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
    CIRRUS LOGIC, INC.  
         
Date:    August 3, 2015
By:
/s/ Gregory S. Thomas  
    Name:  Gregory S. Thomas  
    Title: 
Vice President, General Counsel, Corporate Secretary