0001104659-15-040407.txt : 20150522 0001104659-15-040407.hdr.sgml : 20150522 20150522160100 ACCESSION NUMBER: 0001104659-15-040407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150519 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: 20150522 DATE AS OF CHANGE: 20150522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWPORT CORP CENTRAL INDEX KEY: 0000225263 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 940849175 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01649 FILM NUMBER: 15886545 BUSINESS ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 BUSINESS PHONE: 7148633144 MAIL ADDRESS: STREET 1: 1791 DEERE AVE CITY: IRVINE STATE: CA ZIP: 92714 FORMER COMPANY: FORMER CONFORMED NAME: DOLE JAMES CORP DATE OF NAME CHANGE: 19910905 8-K 1 a15-12624_18k.htm 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 19, 2015

 

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-01649

 

94-0849175

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1791 Deere Avenue, Irvine, California

 

92606

(Address of principal executive offices)

 

(Zip Code)

 

(949) 863-3144

(Registrant’s telephone number, including area code)

 

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:

 

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

 

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

 

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

 

o            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)                                  Amended and Restated 2011 Stock Incentive Plan

 

On May 19, 2015, the stockholders of Newport Corporation (the “Registrant”) approved the Registrant’s Amended and Restated 2011 Stock Incentive Plan (the “Amended Plan”), which was previously approved by the Registrant’s Board of Directors on March 25, 2015, subject to stockholder approval.  The Registrant’s 2011 Stock Incentive Plan was originally adopted by the Registrant’s Board of Directors in March 2011 and was approved by stockholders in May 2011.  The Amended Plan includes the following material amendments to the original 2011 Stock Incentive Plan:

 

(i)             the number of shares of the Registrant’s common stock authorized for issuance under the Amended Plan has been increased by 4,500,000 shares, to a total of 10,500,000 shares; and

 

(ii)          the term of the Amended Plan has been extended by four (4) years, expiring March 25, 2025.

 

Certain other amendments are included in the Amended Plan, which are primarily administrative in nature.

 

A more detailed summary of the principal features of the Amended Plan is set forth in the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2015 (the “Proxy Statement”) and is incorporated herein by reference.  A copy of the Amended Plan is included as Appendix B to the Proxy Statement and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K.  The forms of Restricted Stock Unit Award Agreements and Stock Appreciation Right Award Agreement to be used under the Amended Plan are substantially the same as the forms of agreements established under the original 2011 Stock Incentive Plan, which are filed as Exhibits 10.2, 10.3 and 10.4, respectively, to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2011.

 

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

 

The annual meeting of stockholders of the Registrant was held on May 19, 2015.  Of the 39,470,292 shares of the Registrant’s common stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of 36,257,717 shares of common stock, representing approximately 91.86% of the total number of shares entitled to vote at the meeting.  The following four proposals were presented and voted on at the meeting:

 

Proposal 1

 

To elect seven nominees, Christopher Cox, Siddhartha C. Kadia, Oleg Khaykin, Cherry A. Murray, Robert J. Phillippy, Kenneth F. Potashner and Peter J. Simone, as members of the Board of Directors, to serve for a one-year term expiring at the Registrant’s annual meeting of stockholders in 2016.  The seven nominees were elected by a plurality of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Christopher Cox

 

30,467,351

 

88,388

 

5,701,978

 

Siddhartha C. Kadia

 

30,209,517

 

346,222

 

5,701,978

 

Oleg Khaykin

 

30,209,151

 

346,588

 

5,701,978

 

Cherry A. Murray

 

30,222,766

 

332,973

 

5,701,978

 

Robert J. Phillippy

 

30,474,592

 

81,147

 

5,701,978

 

Kenneth F. Potashner

 

29,958,255

 

597,484

 

5,701,978

 

Peter J. Simone

 

30,204,830

 

350,909

 

5,701,978

 

 

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Proposal 2

 

To ratify the appointment of Deloitte & Touche LLP as the Registrant’s independent auditors for the fiscal year ending January 2, 2016.  Such proposal was approved by more than a majority of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

34,791,710

 

506,643

 

959,364

 

—

 

 

Proposal 3

 

To approve the Registrant’s Amended and Restated 2011 Stock Incentive Plan.  Such proposal was approved by more than a majority of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

25,743,019

 

3,814,233

 

998,487

 

5,701,978

 

 

Proposal 4

 

An advisory vote on the approval of the compensation of the Registrant’s named executive officers.  Such proposal was approved by more than a majority of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

28,755,082

 

303,932

 

1,496,725

 

5,701,978

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit No.

 

Description

10.1

 

Amended and Restated 2011 Stock Incentive Plan (incorporated by reference to Appendix B of the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2015).

 

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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.

 

May 22, 2015

NEWPORT CORPORATION

 

 

 

 

 

By:

/s/ Jeffrey B. Coyne

 

 

Jeffrey B. Coyne

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

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