Xcerra Corporation (NASDAQ:XCRA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

At the special meeting (the “Special Meeting”) of stockholders held on October12, 2017, the stockholders of Xcerra Corporation (“Xcerra” or the “Company”) voted on the proposals set forth below. The proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September5, 2017. The voting results regarding each proposal, as determined by Computershare Trust Company N.A., the Company’s Inspector of Election, are set forth below. There were 54,356,609 shares issued and outstanding on the record date for the Special Meeting and entitled to vote thereat, and 41,244,085 shares were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

Proposal No.1: Adoption of the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated April7, 2017 and as assigned and amended on August4, 2017, by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership), a Chinese limited partnership (“Parent”), China Integrated Circuit Industry Investment Fund Co., Ltd., a Chinese company, and Xcerra, as joined by Unic Acquisition Corporation, a Massachusetts corporation and a controlled subsidiary of Parent (“Merger Sub”), and the merger (the “Merger”) of Merger Sub with and into the Company, with the Company surviving as a controlled subsidiary of Parent thereto (the “Merger Proposal”).

The Merger Proposal was approved by the requisite vote of the Company’s stockholders.

Proposal No.2: Approval of any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Adjournment of the Special Meeting was deemed not necessary or appropriate because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Proposal.

Proposal No.3. Approval, by non-binding, advisory vote, of compensation that will or may become payable to Xcerra’s named executive officers, in connection with the Merger.

On October13, 2017, the Company issued a press release announcing the results of the Special Meeting held on October12, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Xcerra Corp Exhibit
EX-99.1 2 d474299dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Xcerra Stockholders Approve Merger with Hubei Xinyan Equity Investment Partnership (Limited Partnership)     Norwood,…
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About Xcerra Corporation (NASDAQ:XCRA)

Xcerra Corporation is a provider of test and handling capital equipment, interface products, test fixtures and related services to the semiconductor and electronics manufacturing industries. The Company operates through six segments: Semiconductor Test, Semiconductor Handlers, Contactors, PCB Test, Probes/Pins and Fixtures. The Semiconductor Test segment includes operations related to the design, manufacture and sale of automated test equipment for the semiconductor industry that is used to test system-on-a-chip, digital, analog and mixed signal integrated circuits. The Semiconductor Handlers segment includes operations related to the design, manufacture and sale of test handlers used in the testing of integrated circuits. The Contactors segment includes operations related to the design, manufacture and sale of test contactors. The PCB test segment includes operations related to design, manufacture and sale of equipment used in the testing of bare and loaded printed circuit boards.