Form 8-K

Broadcom Corporation

May 21, 2012

/s/ Eric K. Brandt

Eric K. Brandt

Executive Vice President and Chief Financial Officer

0001193125-12-241828.txt : 20120521 0001193125-12-241828.hdr.sgml : 20120521 20120521163059 ACCESSION NUMBER: 0001193125-12-241828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120521 DATE AS OF CHANGE: 20120521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCOM CORP CENTRAL INDEX KEY: 0001054374 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330480482 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23993 FILM NUMBER: 12859162 BUSINESS ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 BUSINESS PHONE: 949 926 5000 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 8-K 1 d356299d8k.htm FORM 8-K Form 8-K

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 15, 2012

Broadcom Corporation

(Exact name of registrant as specified in its charter)

California

000-23993

33-0480482

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


5300 California Avenue, Irvine, California		92617
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 926-5000

Not Applicable

Former name or former address, if changed since last report

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) Broadcom Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders (“2012 Annual Meeting”) on May 15, 2012. Holders of the Company’s common stock voted on all matters considered at the 2012 Annual Meeting as a single class.

(b) Proposal 1: At the 2012 Annual Meeting the shareholders elected each of the following nominees as directors, to serve on the Company’s Board of Directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified. The vote for each director was as follows:


	Total Affirmative Votes		Total Withheld Votes		Total Broker Non-Votes
Robert J. Finocchio, Jr.		623,475,623		5,150,032		66,182,869
Nancy H. Handel		625,519,248		3,106,407		66,182,869
Eddy W. Hartenstein		492,443,699		136,181,956		66,182,869
Maria M. Klawe, Ph.D.		594,551,590		34,074,065		66,182,869
John E. Major		468,614,371		160,011,284		66,182,869
Scott A. McGregor		621,997,559		6,628,096		66,182,869
William T. Morrow		493,573,908		135,051,747		66,182,869
Henry Samueli, Ph.D.		622,762,499		5,863,156		66,182,869
Robert E. Switz		594,542,749		34,082,906		66,182,869

Proposal 2: At the 2012 Annual Meeting the shareholders approved the amendment and restatement of the Broadcom Corporation 1998 Employee Stock Purchase Plan, as previously amended and restated, as described in the proxy statement, and cast their votes as follows:


	Total Votes
For		614,101,892
Against		13,922,840
Abstain		262,288,897
Broker Non-Votes		66,182,875

Proposal 3: At the 2012 Annual Meeting the shareholders approved the Broadcom Corporation 2012 Stock Incentive Plan, as described in the proxy statement, and cast their votes as follows:


	Total Votes
For		589,851,890
Against		300,087,651
Abstain		372,967
Broker Non-Votes		66,183,996

Proposal 4: At the 2012 Annual Meeting the shareholders also voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012 and cast their votes as follows:


	Total Votes
For		690,463,499
Against		2,771,828
Abstain		263,261,177
Broker Non-Votes		N/A

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.