Current Report Filing (8-k)

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): June 26, 2020

VICOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

0-18277

04-2742817

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Offices) (Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

VICR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders

The 2020 Annual Meeting of Stockholders of the Company was held on June 26, 2020. Under the Company’s charter, each share of the Company’s Common Stock entitles the holder thereof to one vote per share, and each share of the Company’s Class B Common Stock entitles the holder thereof to ten votes per share. The proposals listed below were submitted to a vote of security holders at the 2020 Annual Meeting of Stockholders.

Proposal 1 - To fix the number of directors at eight and to elect eight directors to the Board of Directors of the Company.


Nominees	Votes For		Votes Withheld
Patrizio Vinciarelli		135,683,835		4,962,002
Estia J. Eichten		135,203,011		5,442,826
Philip D. Davies		135,445,328		5,200,509
Samuel J. Anderson		136,230,679		4,415,158
Claudio Tuozzolo		135,443,130		5,202,707
James A. Simms		135,171,012		5,474,825
Jason L. Carlson		137,632,747		3,013,090
Michael S. McNamara		135,445,096		5,200,741

There were no broker non-votes and no abstentions on this proposal.

Proposal 2 – The approval of the compensation of our named executive officers, as described in the Company’s 2020 Proxy Statement.


Votes For	Votes Against	Votes Abstain
139,700,737	265,220	679,880

There were no broker non-votes on this proposal.

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.