Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 15, 2019, Integrated Device Technology, Inc., a Delaware corporation (IDT), held a special meeting of stockholders
(the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the Merger Agreement) by and between Renesas Electronics Corporation, a Japanese
corporation (Parent), and IDT, pursuant to which, upon the satisfaction or waiver of the conditions to the closing set forth in the Merger Agreement, Chapter Two Company, which was formed following the date of the Merger Agreement as a
Delaware corporation and a direct wholly-owned subsidiary of Parent, will, at the closing, merge with and into the Company (the Merger), and the Company will become a direct wholly-owned subsidiary of Parent.
As of November 23, 2018, the record date of the Special Meeting, there were 129,035,232 shares of IDT common stock outstanding, each of
which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 106,236,591 shares of common stock, representing approximately 82.33% of the outstanding shares entitled to vote, were present in person or
represented by proxy, constituting a quorum to conduct business.
At the Special Meeting, IDT stockholders considered two proposals, each
of which is described in more detail in a definitive proxy statement filed by IDT with the Securities and Exchange Commission on December 3, 2018 (the Proxy Statement). The final results regarding each proposal are set forth below.
Proposal No. 1: Approval of the Merger Proposal
IDTs stockholders approved the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the
Merger (the Merger Proposal). The voting results for the Merger Proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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105,449,962
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128,254
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657,475
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