SIGMA DESIGNS (NASDAQ:SIGM) Files An 8-K Submission of Matters to a Vote of Security Holders

SIGMA DESIGNS (NASDAQ:SIGM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07

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Submission of Matters to a Vote of Security Holders

On April 17, 2018, Sigma Designs, Inc. (the “Company” or “Sigma Designs”) held a special meeting of shareholders (the “Special Meeting”) at its offices in Fremont, California. As of the close of business on February 26, 2018, the record date, there were 39,499,507 shares issued, outstanding and eligible to vote at the Special Meeting.

Shareholders of the Companywho collectively held 28,844,263 shares of common stock or 73% of the common stock entitled to votewere present at the Special Meetingin person or by proxy and constituted a quorum. Shareholders of the Company voted on and approved the following four proposals, with the final results included below:

Proposal 1: To approve the sale to Silicon Laboratories Inc. (“Silicon Labs”) of all of the assets which relate to Sigma Designs’ Z-Wave business, including all of Sigma Designs’ equity interest in certain of its subsidiaries engaged in the Z-Wave business, and the assumption by Silicon Labs of all of Sigma Designs’ liabilities related to its Z-Wave business, for $240 million in cash to an Agreement and Plan of Merger, dated as of December 7, 2017 (the “Agreement”), by and among Silicon Labs, a Delaware corporation, Seguin Merger Subsidiary, Inc., a California corporation and a wholly owned subsidiary of Silicon Labs (“Merger Sub”), and Sigma (the “Asset Sale Proposal”).

For

Against

Abstain

28,621,056

218,500

4,707

Proposal 2: To approve the voluntary liquidation and dissolution of Sigma Designs’ (the “Liquidation”) to a Plan of Liquidation and Dissolution (the “Liquidation Proposal”).

For

Against

Abstain

28,600,632

235,061

8,570

Proposal 3: To approve on a non-binding, advisory basis, certain compensation that may be paid or become payable to Sigma Designs’ current and former named executive officers that is based on or otherwise relates to the Asset Sale and the Liquidation (the “Golden Parachute Compensation Proposal”).

For

Against

Abstain

27,601,660

1,159,240

83,363

Proposal 4: To adjourn the special meeting to solicit additional votes to approve the Asset Sale Proposal or the Liquidation Proposal, if necessary or appropriate (the “Adjournment Proposal”).

For

Against

Abstain

27,453,838

1,357,433

32,992


About SIGMA DESIGNS (NASDAQ:SIGM)

Sigma Designs, Inc. is a provider of global integrated semiconductor solutions. The Company offers media platforms for use in the home entertainment and home control markets. The Company sells its products into markets, including smart television, media connectivity, set-top box and Internet of Things (IoT) devices. The Company’s media processor product line consists of a range of functionally similar platforms that are based on integrated chips, embedded software and hardware reference designs. The Company’s media connectivity product line consists of wired home networking controller chipsets that are designed to provide connectivity solutions between various home entertainment products and incoming video streams. The Company’s IoT devices product line consists of its wireless Z-Wave chips and modules. The Company is engaged in the license of its internally developed intellectual property. It also offers legacy products that are sold into prosumer and other industrial applications.

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