FORM 8-K |
ELECTRO SCIENTIFIC INDUSTRIES, INC. | ||
(Exact name of registrant as specified in its charter) | ||
OREGON | 0-12853 | 93-0370304 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13900 NW Science Park Drive, Portland, Oregon | 97229 | |||
(Address of principal executive offices) | (Zip Code) |
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)) |
Proposal 1 | : To elect the five directors named in the proxy statement for a term of one year. John Medica, Raymond A. Link, Laurence E. Cramer, Frederick A. Ball, and Richard H. Wills are nominees for election for a one-year term. |
Proposal 2 | : To approve an amendment to the 2004 Stock Incentive Plan to increase the number of authorized shares under the plan by 2,750,000 shares, and make several modifications to the plan described in this proxy statement, including changes to prohibit liberal share recycling for restricted stock and restricted stock units, eliminate the ability to grant reload options, expanding the prohibition on repricing awards, provide a minimum vesting period for stock options and stock appreciation rights and increase certain annual grants limits. |
Proposal 3 | : To approve, on an advisory basis, the compensation of our named executive officers. |
Proposal 4 | : To ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 1, 2017. |
Election of Directors for One-Year Term | For | Withheld | Broker Non-Votes | ||||
John Medica | 21,387,276 | 1,375,186 | |||||
Raymond A. Link | 21,379,925 | 1,382,537 | |||||
Laurence E. Cramer | 21,393,176 | 1,369,286 | |||||
Frederick A. Ball | 21,402,362 | 1,360,100 | |||||
Richard H. Wills | 21,932,962 | 829,500 |
Amendment of Stock Incentive Plan | For | Against | Abstain | Broker Non-Votes | ||||||
20,845,030 | 1,900,924 | 16,508 |
Advisory Vote on Executive Compensation | For | Against | Abstain | Broker Non-Votes | ||||||
21,160,267 | 1,515,482 | 86,713 |
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm | For | Against | Abstain | Broker Non-Votes | ||||||
27,828,394 | 34,424 | 36,140 |
9.01 | Financial Statements and Exhibits |
Exhibit 10.1 | 2004 Stock Incentive Plan |
Electro Scientific Industries, Inc. | |||
(Registrant) | |||
By: | /s/ Paul Oldham | ||
Name: | Paul Oldham | ||
Title: | Vice President of Administration, | ||
Chief Financial Officer and Secretary |