Current Report Filing (8-k)
November 30 2012 - 4:08PM
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): November 30, 2012 (November 28, 2012)
LTX-Credence Corporation
(Exact Name of Registrant as Specified in its Charter)
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Massachusetts
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000-10761
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04-2594045
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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825 University Avenue, Norwood, MA
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02062
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: 781-461-1000
(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 (
see
General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on November 28, 2012 (the 2012 Annual Meeting), the Companys stockholders
voted on the proposals described below as follows:
1. The following nominees were elected to the Companys Board of Directors to serve
as Class II Directors for three-year terms expiring at the 2015 annual meeting of stockholders. The tabulation of the votes cast for each such nominee at the 2012 Annual Meeting is set forth below.
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For
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Withheld
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Broker Non-Votes
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Roger W. Blethen
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31,927,297
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4,466,580
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8,611,557
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Roger J. Maggs
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32,410,107
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3,983,770
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8,611,557
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Following the 2012 Annual Meeting, Mark S. Ain, David G. Tacelli, and Jorge L. Titinger, currently serving as Class III
Directors with terms expiring at the 2013 annual meeting of the stockholders, and Stephen M. Jennings and Bruce R. Wright, currently serving as Class I Directors and having three-year terms expiring at the 2014 annual meeting of the stockholders,
continued in office.
2. A non-binding, advisory vote on the compensation of the Companys named executive officers as disclosed in the
Companys proxy statement for the 2012 Annual Meeting, including the disclosures under the heading Compensation Discussion and Analysis, the compensation tables, and any related materials included in such proxy statement was
approved. The tabulation of the votes cast with respect to this proposal at the 2012 Annual Meeting is set forth below.
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For:
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34,725,989
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Against:
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1,525,160
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Abstain:
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142,728
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Broker Non-Votes:
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8,611,557
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3. The second amended and restated Company 2004 Employee Stock Purchase Plan was approved. The tabulation of the votes
cast with respect to this proposal at the 2012 Annual Meeting is set forth below.
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For:
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35,676,838
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Against:
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336,155
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Abstain:
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380,884
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Broker Non-Votes:
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8,611,557
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4. The appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal
year ending July 31, 2013 was ratified. The tabulation of the votes cast with respect to this proposal at the 2012 Annual Meeting is set forth below.
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For:
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42,020,676
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Against:
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2,918,725
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Abstain:
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66,033
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SIGNATURE
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.
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LTX-CREDENCE CORPORATION
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Date: November 30, 2012
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By:
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/s/ Mark J. Gallenberger
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Mark J. Gallenberger
Vice
President & Chief Financial Officer
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