- Current report filing (8-K)
April 03 2012 - 6:08AM
Edgar (US Regulatory)
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)
|
April 2,
2012
|
PHOTRONICS,
INC.
|
(Exact name
of registrant as specified in its
charter)
|
Connecticut
|
|
0-15451
|
|
06-0854886
|
(State or other
jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
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:
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))
|
5.07
Submission of Matters to a Vote of Security
Holders
On March 28, 2012, the Company held its
annual meeting of stockholders (the Annual Meeting) at NASDAQ OMX. At the
Annual Meeting, the Companys stockholders approved four (4) proposals. The
proposals are described in detail in the proxy statement relating to the annual meeting.
Proposal 1.
The Companys stockholders elected six (6)
individuals to the Board of Directors as follows:
Name
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
Walter Fiederowicz
|
49,037,572
|
1,959,915
|
|
Joseph Fiorita
|
49,045,287
|
1,952,200
|
|
Liang-Choo Hsia
|
49,753,434
|
1,244,053
|
|
Constantine Macricostas
|
42,524,129
|
8,473,358
|
|
George Macricostas
|
42,169,840
|
8,827,647
|
|
Mitchell Tyson
|
43,174,429
|
7,823,058
|
|
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 2012 as set forth below:
Votes
For
|
Votes
Against
|
Abstentions
|
49,313,515
|
3,799,119
|
45,529
|
Proposal 3.
The Company's stockholders approved an
amendment to the Companys Employee Stock Purchase Plan to increase the number
of authorized shares of common stock available for issuance from 1,200,000 to
1,500,000
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
49,313,515
|
887,543
|
796,429
|
5,006,613
|
Proposal 4.
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
|
45,243,234
|
4,888,041
|
862,212
|
5,006,613
|
As previously disclosed, the Companys 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 propose 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:
|
April 2, 2012
|
|
BY
|
/s/
Richelle E.
Burr
|
|
|
|
|
Richelle E. Burr
|
|
|
|
|
Vice President, General
Counsel
|
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