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): November 22, 2011

NetLogic Microsystems, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50838	77-0455244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3975 Freedom Circle, Santa Clara, CA 95054

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 454-3000

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))

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

NetLogic Microsystems, Inc. (the “Company”) held a Special Meeting of Stockholders on November 22, 2011 (the “Special Meeting”). The final voting results on each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are set forth below. Each matter is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 21, 2011.

Proposal 1: The vote on the proposal to adopt the Agreement and Plan of Merger, dated as of September 11, 2011, by and among the Company, Broadcom Corporation and I&N Acquisition Corp. (the “Merger Agreement”), was as follows:

For	Against	Abstain	Broker Non-Votes
55,623,503	170,711	42,954	0

The stockholders approved the proposal to adopt the Merger Agreement.

Proposal 2: The vote on the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement was as follows:

For	Against	Abstain	Broker Non-Votes
52,914,169	2,904,232	18,767	0

The stockholders approved the proposal to adjourn the Special Meeting, if necessary, in the event there were not sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Proposal 3: The vote to approve on an advisory (non-binding) basis the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger was as follows:

For	Against	Abstain	Broker Non-Votes
47,768,094	4,228,515	3,840,559	0

The stockholders approved on an advisory basis the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger.

Item 8.01 Other Events.

On November 22, 2011, the Company issued a press release announcing that the stockholders of the Company approved the proposal to adopt the Merger Agreement at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Number	Title
99.1	Press Release dated November 22, 2011.

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.

	NetLogic Microsystems, Inc.
Date: November 22, 2011	By:	/s/ Mike Tate
		Mike Tate Vice President and Chief Financial Officer

EXHIBIT INDEX

Number	Title
99.1	Press Release dated November 22, 2011.

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Leslie Green

Green Communications Consulting, LLC

(650) 312-9060

leslie@greencommunicationsllc.com

NetLogic Microsystems’ Stockholders Approve Merger Agreement with Broadcom Corporation

SANTA CLARA, Calif. – November 22, 2011 – NetLogic Microsystems, Inc. (NASDAQ: NETL), a worldwide leader in high performance intelligent semiconductor solutions for next-generation Internet networks, announced today that at a special meeting of NetLogic Microsystems stockholders held on November 22, 2011, its stockholders approved the adoption of the merger agreement among NetLogic Microsystems, Broadcom Corporation and I&N Acquisition Corp., pursuant to which NetLogic Microsystems would be acquired by Broadcom for $50.00 per share in cash.

Of the 69,596,864 shares of NetLogic Microsystems common stock outstanding as of the record date for the special meeting, 55,837,168 shares, or approximately 80.23% of NetLogic Microsystems’ outstanding common stock, were represented at the special meeting in person or by proxy. An aggregate of 55,623,503 shares, or approximately 79.92% of NetLogic Microsystems’ common stock outstanding as of the record date for the special meeting, were voted in favor of the adoption of the merger agreement.

The completion of the merger remains subject to the satisfaction of certain closing conditions, including the receipt of clearance by the Chinese Ministry of Commerce under the Chinese Antimonopoly Law.

About NetLogic Microsystems

NetLogic Microsystems, Inc. (NASDAQ: NETL) is a worldwide leader in high-performance intelligent semiconductor solutions that are powering next-generation Internet networks. NetLogic Microsystems’ best-in-class products perform highly differentiated tasks of accelerating complex network traffic to significantly enhance the performance and functionality of advanced 3G/4G mobile wireless infrastructure, data center, enterprise, metro Ethernet, edge and core infrastructure networks. NetLogic Microsystems’ market-leading product portfolio includes high-performance multi-core processors, knowledge-based processors, content processors, network search engines, ultra low-power embedded processors and high-speed 10/40/100 Gigabit Ethernet PHY solutions. These products are designed into high-performance systems such as switches, routers, wireless base stations, security appliances, networked storage appliances, service gateways and connected media devices offered by leading original equipment manufacturers (OEMs). NetLogic Microsystems is headquartered in Santa Clara, California, and has offices and design centers throughout North America, Asia and Europe. For more information about products offered by NetLogic Microsystems, call +1-408-454-3000 or visit the NetLogic Microsystems Web site at http://www.netlogicmicro.com.

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