UNITED STATES
  SECURITIES AND EXCHANGE COMMIS SION
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)
March 7, 2017

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

Connecticut
 
0-15451
 
06-0854886
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

15 Secor Road, Brookfield, CT
 
06804
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant's Telephone Number, including area code
 
(203) 775-9000
 
(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:

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))

5.07
Submission of Matters to a Vote of Security Holders

On March 7, 2017, the Company held its annual meeting of stockholders (the “Annual Meeting”) at NASDAX OMX, New York, New York. At the Annual Meeting, the Company’s stockholders approved four (4) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.
 


Proposal 1.

The Company’s stockholders elected seven (7) individuals to the Board of Directors as follows:
 
Name
Votes For
Votes Withheld
Broker Non-Votes
Walter M. Fiederowicz
55,618,516
3,130,317
3,225,474
Joseph A. Fiorita, Jr.
55,620,243
3,128,590
3,225,474
Liang-Choo Hsia
57,437,771
1,311,062
3,225,474
Peter S. Kirlin
56,778,666
1,970,167
3,225,474
Constantine S. Macricostas
56,610,013
2,138,820
3,225,474
George Macricostas
45,352,131
13,396,702
3,225,474
Mitchell G. Tyson
55,127,728
3,621,105
3,225,474

Proposal 2.

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2017as set forth below:

Votes For
Votes Against
Abstentions
61,392,465
558,705
23,137

Proposal 3.

The Company's stockholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.

Votes For
Votes Against
Abstentions
Broker Non-Votes
58,305,359
308,526
134,948
3,225,474

Proposal 4.

The results on the vote of the frequency with which the non-binding shareholder vote to approve the compensation of our named executive officers should be conducted are set forth below:

1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
49,500,699
209,458
8,900,414
138,262
3,225,474

As previously disclosed, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers (the “say-on-pay vote”) each year until the next time that the Company proposes an advisory vote on the frequency of the say-on-pay vote.
 

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.

PHOTRONICS, INC.
(Registrant)

DATE:
March 10, 2017
 
BY
/s/ Richelle E. Burr
       
Richelle E. Burr
       
Vice President, General Counsel
 
PHOTRONICS, INC.
 


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