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FormFactor 8-K 2015

Documents found in this filing:

  1. 8-K
  2. 8-K
Form8-Kfor2015AnnualMeeting

 
 
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 1, 2015
 
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Charter)
 

Delaware
 
000-50307
 
13-3711155
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 

7005 Southfront Road
Livermore, CA
 
94551
(Address of Principal Executive Offices)
 
(Zip Code)
 
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. below):
 
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 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on May 1, 2015 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 III 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
 
Richard DeLateur
 
24,807,518
 
22,702,702
 
7,202,339
 
 
 
 
 
 
 
 
 
Edward Rogas, Jr.
 
45,621,022
 
1,889,198
 
7,202,339
 
 
Each director nominee was elected a director of the Company.
 
Proposal 2:  Non-binding advisory vote to approve executive compensation:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
46,587,245
 
869,031
 
53,944
 
7,202,339
 
 
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: Approval of an amendment and restatement of FormFactor’s 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the Plan by 4,500,000 shares and to prohibit the cashing out of stock appreciation rights:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
34,748,089
 
11,051,665
 
1,710,466
 
7,202,339
 
 
This proposal was approved.

Proposal 4: Ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2015:
For
 
Against
 
Abstain
 
Broker Non-Votes
 
54,651,906
 
51,546
 
9,107
 
0
 
 
This proposal was approved.
 
2




 
SIGNATURES
 
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.
 
 
 
 
 
 
 
 
Date:
May 7, 2015
 
By:
/s/ Stuart L. Merkadeau
 
 
 
 
Name:
Stuart L. Merkadeau
 
 
 
 
Title:
Senior Vice President,
General Counsel and Secretary
 
3

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