0001193125-12-243528.txt : 20120522 0001193125-12-243528.hdr.sgml : 20120522 20120522163130 ACCESSION NUMBER: 0001193125-12-243528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120517 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120522 DATE AS OF CHANGE: 20120522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEC, INC. CENTRAL INDEX KEY: 0001102741 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 330399154 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31623 FILM NUMBER: 12861963 BUSINESS ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705-5812 BUSINESS PHONE: 8003677330 MAIL ADDRESS: STREET 1: 3001 DAIMLER ST CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLETECH INC DATE OF NAME CHANGE: 20010507 FORMER COMPANY: FORMER CONFORMED NAME: SIMPLE TECHNOLOGY INC DATE OF NAME CHANGE: 20000106 8-K 1 d356816d8k.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

May 17, 2012

Date of Report (Date of earliest event reported)

 

 

STEC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

California   000-31623   33-0399154
(State of Incorporation)  

(Commission

File Number)

  

(IRS Employer

Identification Number)

3001 Daimler Street

Santa Ana, California 92705-5812

(Address of principal executive offices) (Zip Code)

(949) 476-1180

(Registrant’s telephone number, including area code)

N/A

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 17, 2012, STEC, Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2010 Incentive Award Plan (the “2010 Plan”), increasing the number of shares reserved for issuance thereunder by 2,500,000 shares to 9,100,000 shares. The other terms and conditions of the 2010 Plan were not changed. The foregoing summary is qualified in its entirety by reference to the 2010 Plan, which was filed as Appendix A to the Company’s Definitive Proxy Statement filed with Securities and Exchange Commission on April 16, 2010, and the Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K, each of which are incorporated herein by reference.

 

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

 

  (a) As disclosed under Item 5.02 above, the Company held the Annual Meeting on May 17, 2012.

 

  (b) At the Annual Meeting, the shareholders of the Company:

(1) Elected the seven nominated directors for a one-year term expiring at the 2012 annual meeting of shareholders, as follows:

 

Director Nominees

    For      Withheld      Broker Non-Votes  

Manouch Moshayedi

      30,313,374         616,257         11,000,514   

Mark Moshayedi

      29,930,300         999,331         11,000,514   

F. Michael Ball

      28,237,328         2,692,303         11,000,514   

Rajat Bahri

      28,392,849         2,536,782         11,000,514   

Christopher W. Colpitts

      30,050,273         879,358         11,000,514   

Kevin C. Daly, Ph.D.

      28,296,144         2,633,487         11,000,514   

Matthew L. Witte

      28,277,743         2,651,888         11,000,514   

(2) Approved the Amendment, as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

15,781,597

   13,811,774   1,336,260   11,000,514

(3) Approved, on an advisory basis, the compensation of the Company’s named executive officers, as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

29,086,467

   485,938   1,357,226   11,000,514

(4) Ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

41,293,078

   588,178   48,889   0

 

  (c) Not applicable.

 

  (d) Not applicable.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

   

Description of Exhibit

10.1†    2010 Incentive Award Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 16, 2010).
10.2†    First Amendment to the Registrant’s 2010 Incentive Award Plan (incorporated by reference to Form 8-K filed with Securities and Exchange Commission on May 24, 2011).
10.3†    Second Amendment to the Registrant’s 2010 Incentive Award Plan.

 

† Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

            STEC, Inc.
        By:  

/s/ ROBERT M. SAMAN

Date: May 22, 2012      

Robert M. Saman

Chief Legal Officer, General Counsel and Secretary

 EX-10.3 2 d356816dex103.htm SECOND AMENDMENT TO THE REGISTRANT'S 2010 INCENTIVE AWARD PLAN Second Amendment to the Registrant's 2010 Incentive Award Plan

EXHIBIT 10.3

SECOND AMENDMENT TO THE

STEC, INC. 2010 INCENTIVE AWARD PLAN

This Second Amendment (“Second Amendment”) to the STEC, Inc. 2010 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of STEC, Inc., a California corporation (the “Company”), effective as of March 22, 2012. Capitalized terms used in this Second Amendment and not otherwise defined shall have the same meanings assigned to them in the Plan.

RECITALS

 

A. The Company currently maintains the Plan, originally adopted on March 26, 2010.

 

B. Pursuant to Section 13.1 of the Plan, the Board has the authority to amend the Plan to increase the Share Limit, subject to approval by the stockholders of the Company within twelve (12) months of such action.

 

C. The Board believes it to be in the best interest of the Company and its stockholders to amend the Plan to increase the Share Limit.

AMENDMENT

 

1. Subject to the timely approval by the stockholders of the Company, Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to Section 13.2 and Section 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is 9,100,000 (the “Share Limit”); provided, however, that such aggregate number of Shares available for issuance under the Plan shall be reduced by 1.32 shares for each Share delivered in settlement of any Full Value Award.”

This Second Amendment shall be and hereby is incorporated in and forms a part of the Plan. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this Second Amendment to be executed by a duly authorized officer of the Company as of March 22, 2012.

 

STEC, Inc.
By:  

/s/ Robert M. Saman

  Robert M. Saman
  Chief Legal Officer, General Counsel and Secretary