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): January 19, 2011

Microsemi Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-08866	95-2110371
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2381 Morse Avenue Irvine, California	92614
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 221-7100

(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 240.425)

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 19, 2011, Microsemi Corporation, a Delaware corporation (the “Company”), filed a Certificate of Elimination (the “Certificate of Elimination”) of the Series A Junior Participating Preferred Stock, par value $1.00, of the Company (the “Preferred Stock”) with the Secretary of State of the State of Delaware, thereby removing the Certificate of Designation of the Preferred Stock, as amended, from the Company’s Amended and Restated Certificate of Incorporation. The Certificate of Elimination became effective upon filing. The Preferred Stock was authorized in connection with the Rights Agreement dated December 22, 2000 between the Company and Mellon Investor Services, as Rights Agent (as amended, the “Rights Agreement”). The Rights Agreement expired in accordance with its terms on December 21, 2010 and was not renewed. No shares of Preferred Stock were issued or outstanding upon filing of the Certificate of Elimination. A copy of the Certificate of Elimination is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Company held its Annual Meeting of Stockholders on January 19, 2011. On Proposal 1 - Election of Directors, the Company’s stockholders elected the following seven directors to serve until the next annual meeting and until their successors are duly elected and qualified. The votes received were as follows:

	For		Withheld		Broker Non-Votes
Dennis R. Leibel		73,458,364		4,106,695		2,177,189
James J. Peterson		76,459,045		1,106,014		2,177,189
Thomas R. Anderson		75,576,135		1,988,924		2,177,189
William E. Bendush		75,576,735		1,988,324		2,177,189
William L. Healey		74,270,148		3,294,911		2,177,189
Paul F. Folino		74,338,994		3,226,065		2,177,189
Matthew E. Massengill		74,306,823		3,258,236		2,177,189

On Proposal 2 - Ratification of Independent Registered Public Accounting Firm, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2011. The votes received were a follows:

For	Against	Abstain
77,586,268	2,127,454	28,526

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Certificate of Elimination of the Series A Junior Participating Preferred Stock of Microsemi Corporation.

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.

	Microsemi Corporation
	(Registrant)
	By:	/S/    JOHN W. HOHENER
Date: January 21, 2011		John W. Hohener
		Executive Vice President, Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Elimination of the Series A Junior Participating Preferred Stock of Microsemi Corporation.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF THE

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF

MICROSEMI CORPORATION

Pursuant to Section 151(g)

of the General Corporation Law

of the State of Delaware

MICROSEMI CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the Certificate of Incorporation of the Company, as theretofore amended, the Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series of one hundred thousand (100,000) shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Company (the “Preferred Stock”), and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof, and, on December 21, 2000, filed a Certificate of Designation with respect to such Preferred Stock in the office of the Secretary of State of the State of Delaware (the “Secretary of State”), as amended by a Certificate of Amendment to Certificate of Designation filed in the office of the Secretary of State on December 16, 2005.

2. That no shares of said Preferred Stock are outstanding and no shares thereof will be issued subject to said Certificate of Designation.

3. That the Board of Directors of the Company has adopted the following resolutions:

WHEREAS, by resolution of the Board of Directors (the “Board”) of Microsemi Corporation (the “Company”) and by a Certificate of Designation filed in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 21, 2000, as amended by a Certificate of Amendment to Certificate of Designation filed in the office of the Secretary of State on December 16, 2005 (the “Certificate of Designation”), the Company authorized the issuance of a series of one hundred thousand (100,000) shares of Series A Junior Participating Preferred Stock, par value $1.00 per share, of the Company (the “Preferred Stock”) and established the voting powers, designations, preferences and relative, participating and other rights, and the qualifications, limitations or restrictions thereof; and

WHEREAS, as of the date hereof, no shares of such Preferred Stock are outstanding and no shares of such Preferred Stock will be issued subject to said Certificate of Designation; and

WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Company.

NOW, THEREFORE, BE IT RESOLVED, that all matters set forth in the Certificate of Designation with respect to such Preferred Stock be eliminated from the Certificate of Incorporation, as heretofore amended, of the Company.

RESOLVED FURTHER, that the officers of the Company be, and hereby are, authorized and directed to file a Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designation with respect to such Preferred Stock shall be eliminated from the Certificate of Incorporation, as heretofore amended, of the Company.

4. That, accordingly, all matters set forth in the Certificate of Designation, as amended, with respect to the Preferred Stock be, and hereby are, eliminated from the Certificate of Incorporation, as heretofore amended, of the Company.

2

IN WITNESS WHEREOF, MICROSEMI CORPORATION has caused this Certificate to be executed by its duly authorized officer this 19th day of January, 2011.

MICROSEMI CORPORATION
By:	/s/ JOHN W. HOHENER
	John W. Hohener
	Executive Vice President, Chief Financial Officer, Treasurer and Secretary