Current Report Filing (8-k)
April 22 2014 - 6:01AM
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 11, 2014 |
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:
c Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
c Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
c Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
c 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 April 11, 2014, the Company held its
annual meeting of stockholders (the Annual Meeting) at the Companys
headquarters in Brookfield, Connecticut. 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 |
52,726,820 |
1,598,683 |
3,455,580 |
Joseph Fiorita |
52,728,712 |
1,596,791 |
3,455,580 |
Liang-Choo Hsia |
52,927,038 |
1,398,465 |
3.455.580 |
Constantine Macricostas |
52,784,434 |
1,541,069 |
3,455,580 |
George Macricostas |
47,608,232 |
6,717,271 |
3,455,580 |
Mitchell Tyson |
51,776,198 |
2,549,305 |
3,455,580 |
Proposal 2.
The Companys stockholders approved an
amendment to the Companys 2007 Long Term Incentive Plan, as previously amended,
to increase the authorized shares for issuance from 6,000,000 to 9,000,000 and
to amend the amount of restricted stock allowed to be issued thereunder from 15%
to 1,000,000 shares.
Votes
For |
Votes
Against |
Abstentions |
Broker
Non Votes |
43,363,796 |
10,918,128 |
43,579 |
3,455,580 |
Proposal 3.
The Company's stockholders ratified the
appointment of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for fiscal year 2014 as set forth below:
Votes
For |
Votes
Against |
Abstentions |
56,972,447 |
773,968 |
34,668 |
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 |
51,108,683 |
3,062,526 |
154,294 |
3,455,580 |
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 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:
|
April 21,
2014 |
|
|
BY
|
/s/ Richelle E.
Burr |
|
|
|
Richelle E. Burr |
|
|
|
Vice President, General
Counsel |
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