Integrated Device Technology, Inc. (NASDAQ:IDTI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
(a)On September 25, 2017, Integrated Device Technology, Inc. (“IDT” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).
(b)At the Annual Meeting, stockholders voted on the following five proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2017 (the “Proxy Statement”).
|
Proposal 1. |
The election of the seven nominees listed below to serve as members of the Company’s Board of Directors until the 2018 annual meeting of stockholders or until their successors are duly elected and qualified. |
|
Director Nominee |
For |
Withheld |
BrokerNon-Votes |
|
Ken Kannappan |
114,859,134 |
1,164,832 |
10,922,421 |
|
Selena LaCroix |
114,889,794 |
1,134,172 |
10,922,421 |
|
Umesh Padval |
114,805,788 |
1,218,178 |
10,922,421 |
|
Gordon Parnell |
115,261,684 |
762,282 |
10,922,421 |
|
Robert Rango |
114,913,462 |
1,110,504 |
10,922,421 |
|
Norman Taffe |
114,843,457 |
1,180,509 |
10,922,421 |
|
Gregory Waters |
115,275,910 |
748,056 |
10,922,421 |
|
Proposal 2. |
The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement to the compensation disclosure rules of the Commission (“Say-on-Pay”). |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
113,038,178 |
2,592,536 |
393,252 |
10,922,421 |
|
Proposal 3. |
The approval on a non-binding, advisory basis, whether a Say-on-Pay vote should occur every one year, every two years, or every three years. |
|
1 Year |
2 Years |
3 Years |
Abstain |
BrokerNon-Votes |
|
100,355,797 |
64,380 |
15,257,110 |
346,679 |
10,922,421 |
|
Proposal 4. |
The approval of an amendment to, and restatement of, the 2004 Equity Plan to, in part, increase the number of shares reserved for issuance thereunder from 46,300,000 to 54,800,000. |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
111,449,266 |
4,212,784 |
361,916 |
10,922,421 |
|
Proposal 5. |
The ratification of the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending April 1, 2018. |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|
125,362,020 |
1,490,529 |
93,838 |
10,922,421 |
(c)In accordance with the recommendation of the Company’s Board of Directors, the stockholders recommended an advisory vote on the compensation of the Company’s named executive officers to occur every year. Based on these results, the Company has decided to hold an advisory vote on executive compensation every year, until the next required vote on the frequency of the stockholder vote on the compensation of named executive officers.
About Integrated Device Technology, Inc. (NASDAQ:IDTI)
Integrated Device Technology, Inc. develops system-level solutions that optimize its customers’ applications. The Company operates through two segments: the Communications, and the Computing, Consumer and Industrial. It offers products in radio frequency (RF), timing, wireless power transfer, serial switching, interfaces and sensing solutions. It offers a range of mixed-signal solutions for the communications, computing, consumer, automotive and industrial segments. These products are used for development in areas, such as fourth generation (4G) infrastructure, network communications, cloud datacenters and power management for computing and mobile devices. It offers solutions in designing communications, computing, consumer, automotive and industrial applications. It markets its products to original equipment manufacturers (OEMs) through a range of channels, including direct sales, distributors and electronic manufacturing suppliers (EMSs).
