Current Report Filing (8-k)
23 May 2018 - 7:21AM
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): May 22, 2018
MICROSEMI CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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0-8866
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95-2110371
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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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One Enterprise, Aliso Viejo, California
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92656
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code
(949) 380-6100
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:
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07. Submission of Matters to
a Vote of Security Holders.
On
May 22, 2018, Microsemi Corporation, a Delaware corporation (the “Company”), held a special meeting of the
Company’s stockholders in Aliso Viejo, California (the “Special Meeting”). As of April 10, 2018, the
Company’s record date for the Special Meeting, there were a total of 117,956,110 shares of common stock, par value
$0.20 per share, (the “Microsemi common stock”) outstanding and entitled to vote at the Special Meeting. At the
Special Meeting, 90,642,887 shares of Microsemi common stock were present or represented by proxy and, therefore, a quorum
was present. The Company’s stockholders voted on three proposals, each of which was approved by the requisite vote of
the Company’s stockholders. The final voting results for the proposals are set forth below.
Proposal 1
: A proposal (the “Merger
Proposal”) to adopt the Agreement and Plan of Merger, dated as of March 1, 2018, as it may be amended from time to time (the
“Merger Agreement”), by and among the Company, Microchip Technology Incorporated, a Delaware corporation (“Microchip”),
and Maple Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Microchip (“Merger Subsidiary”),
which provides for the merger of Merger Subsidiary with and into the Company, with the Company surviving the merger as a wholly
owned subsidiary of Microchip (the “Merger”).
For
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Against
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Abstain
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90,210,990
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283,923
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147,974
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Proposal 2
: A proposal to
approve, by non-binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in
connection with the Merger.
For
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Against
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Abstain
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72,752,398
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17,390,601
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499,888
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Proposal 3
: A proposal to approve
the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies
if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger
Proposal or in the absence of a quorum.
For
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Against
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Abstain
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80,044,610
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10,434,429
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163,848
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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.
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MICROSEMI CORPORATION
(Registrant)
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Date: May 22, 2018
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By:
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/s/ John W. Hohener
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John W. Hohener
Executive Vice President,
Chief Financial Officer, and
Treasurer
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