SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 12, 2014
INTERSIL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
000-29617 |
59-3590018 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1001 Murphy Ranch Road |
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Milpitas, California |
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95035 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: 408-432-8888 |
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Not applicable |
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(Former name or former address, if changed since last report.) |
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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 (see General Instruction A.2. below):
¨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))
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EXPLANATORY NOTE This Current Report on Form 8-K/A is filed in order to make corrections to the Current Report on Form 8-K of Intersil Corporation that was filed with the Securities and Exchange Commission on May 12, 2014. |
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
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a) |
Intersil Corporation (“Intersil”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 6, 2014 in Milpitas, California. |
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b) |
At the Annual Meeting, the shareholders considered and approved items 1, 2, 3, 4, 5, 6 and 7 below. The total shares voted were 121,927,703. |
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1) |
Election of Directors. All eight (8) of management’s nominees for our Board of Directors were elected by the following votes: |
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Nominee |
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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Dr. Robert W. Conn |
110,898,492 |
1,771,126 |
15,206 |
9,242,879 |
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James V. Diller |
109,991,661 |
2,674,529 |
18,634 |
9,242,879 |
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Mercedes Johnson |
111,252,541 |
1,417,790 |
14,493 |
9,242,879 |
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Gregory Lang |
110,882,429 |
1,786,645 |
15,750 |
9,242,879 |
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Donald Macleod |
110,456,658 |
2,212,097 |
16,069 |
9,242,879 |
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Jan Peeters |
110,134,541 |
2,534,552 |
15,731 |
9,242,879 |
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Dr. Necip Sayiner |
111,186,028 |
1,481,513 |
17,283 |
9,242,879 |
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James A. Urry |
109,715,512 |
2,953,506 |
15,806 |
9,242,879 |
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2) |
To ratify the appointment of KPMG LLP as Intersil’s independent, registered certified public accounting firm. The voting results were as follows: |
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Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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119,285,188 |
2,630,174 |
12,341 |
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3) |
To approve an amendment to the Intersil Corporation Amended and Restated 2008 Equity Compensation Plan. Details of the plan amendment can be found in the definitive proxy statement. The voting results were as follows: |
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Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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95,270,369 |
17,324,031 |
90,424 |
9,242,879 |
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4) |
To approve an amendment to the Intersil Corporation Employee Stock Purchase Plan. Details of the plan amendment can be found in the definitive proxy statement. The voting results were as follows: |
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Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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109,613,903 |
2,984,532 |
86,389 |
9,242,879 |
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5) |
To approve the Intersil Corporation Executive Incentive Plan. Details of the plan amendment can be found in the definitive proxy statement. The voting results were as follows: |
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Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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110,056,724 |
2,541,647 |
86,453 |
9,242,879 |
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6) |
To approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in our proxy statement. The voting results were as follows: |
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Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
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74,640,393 |
36,615,725 |
1,428,706 |
9,242,879 |
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7) |
To approve, on an advisory basis, the frequency of a non-binding vote on executive compensation. Details of the proposal can be found in the definitive proxy statement. The voting results were as follows: |
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1 Year |
2 Years |
3 Years |
Abstain |
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94,653,493 |
40,825 |
17,833,714 |
156,792 |
SIGNATURE
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.
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INTERSIL CORPORATION |
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Date: |
May 12, 2014 |
By: |
/s/ Thomas C. Tokos |
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Name: |
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Thomas C. Tokos |
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Title: |
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Sr. Vice President, General Counsel and Secretary |
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