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): May 14, 2010

 

 

CASCADE MICROTECH, INC.

(Exact name of registrant as specified in its charter)

 

 

 

OREGON   000-51072   93-0856709

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2430 N.W. 206th Avenue

Beaverton, Oregon 97006

(503) 601-1000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

 

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))

 

 

 


Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) On May 14, 2010, the shareholders of Cascade Microtech, Inc. (the “Company”) approved the Cascade Microtech, Inc. 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”). The Company’s Board of Directors had approved the 2010 Stock Incentive Plan on March 24, 2010, subject to shareholder approval. A description of the 2010 Stock Incentive Plan was included under the caption “Approval of 2010 Stock Incentive Plan” at pages 9 through 14 of the Company’s definitive Proxy Statement for the 2010 Annual Meeting of Shareholders (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 6, 2010, and is incorporated herein by reference. The description of the 2010 Stock Incentive Plan included in the Proxy Statement and incorporated herein is qualified in its entirety by reference to the full text of the 2010 Stock Incentive Plan, which was included as Appendix A to the Proxy Statement and is incorporated by reference as Exhibit 10.1 hereto.

 

Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s Annual Meeting of Shareholders on May 14, 2010, the Company’s shareholders: (i) elected two directors, one to serve for a one-year term and one to serve for a three-year term; (ii) approved the 2010 Stock Incentive Plan; and (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accountants for the year ended December 31, 2010. Set forth below are the voting results for each of these proposals.

 

Item 1: Election of two directors, one to serve for a one-year term and one to serve for a three-year term:

 

Nominee

   For    Withheld    Broker Non-votes

George P. O’Leary (one-year term)

   6,904,786    4,779,300    1,684,906

Eric W. Strid (three-year term)

   10,341,062    1,343,024    1,684,906

 

Item 2: Approval of the Cascade Microtech, Inc. 2010 Stock Incentive Plan:

 

For

  

Against

  

Abstain

  

Broker Non-votes

9,022,650

   803,629    1,857,807    1,684,906

 

Item 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for the year ending December 31, 2010:

 

For

  

Against

  

Abstain

  

Broker Non-votes

13,270,649

   92,687    5,656    —  

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

  10.1 Cascade Microtech, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive Proxy Statement filed on April 6, 2010)

 

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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 thereunto duly authorized on May 20, 2010.

 

CASCADE MICROTECH, INC.
(Registrant)
By  

/s/ Jeff A. Killian

  Jeff A. Killian
  Vice President and Chief Financial Officer

 

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