MICROSEMI CORPORATION (NASDAQ:MSCC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 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 | Against | Abstain |
| 90,210,990 | 283,923 | 147,974 |
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 | Against | Abstain |
| 72,752,398 | 17,390,601 | 499,888 |
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 | Against | Abstain |
| 80,044,610 | 10,434,429 | 163,848 |
About MICROSEMI CORPORATION (NASDAQ:MSCC)
Microsemi Corporation is a designer, manufacturer and marketer of analog and mixed-signal semiconductor solutions differentiated by power, security, reliability and performance. The Company offers a portfolio of semiconductor and system solutions for aerospace and defense, communications, data center and industrial markets. Its products include high-performance and radiation-hardened analog mixed-signal integrated circuits (ICs), field programmable gate arrays (FPGAs), system on chip solutions (SoCs) and application-specific integrated circuits (ASICs) and power management products. The Company’s marketed products include Switchtec PFX PCIe switch, Flashtec NVM Express (NVMe)2032 and NVMe2016 controllers, Flashtec NVM Express (NVMe)2108 eight channel and NVMe2104 four channel controllers, PDS-EM-8100 PoE 2.5 gigabits per second (Gbps) Multiplexer, Chip Scale Atomic Clock (CSAC) components and miTimePLL.
