0000743316-16-000095.txt : 20161115 0000743316-16-000095.hdr.sgml : 20161115 20161115161059 ACCESSION NUMBER: 0000743316-16-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161109 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20161115 DATE AS OF CHANGE: 20161115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXIM INTEGRATED PRODUCTS INC CENTRAL INDEX KEY: 0000743316 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942896096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0624 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34192 FILM NUMBER: 161999809 BUSINESS ADDRESS: STREET 1: 160 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-601-1000 MAIL ADDRESS: STREET 1: 160 RIO ROBLES CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 maxim8-kvoteresults2016.htm 8-K Document


 


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: November 9, 2016
(Date of earliest event reported)

Commission file number 1-34192


MAXIM INTEGRATED PRODUCTS, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
94-2896096 
(I.R.S. Employer I. D. No.)

160 Rio Robles
San Jose, California 95134
(Address of Principal Executive Offices including Zip Code)

(408) 601-1000
(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 5.07     Submission of Matters to a Vote of Security Holders.

On November 9, 2016, Maxim Integrated Products, Inc., a Delaware corporation (“Maxim” or the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). Of the 283,643,397 shares of our common stock outstanding as the record date of September 16, 2016, 258,961,411 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 91% of the outstanding shares of common stock. At the Annual Meeting, the stockholders of the Company (a) elected each of the eight (8) director nominees proposed by the board of directors of the Company; and (b) approved and ratified proposal nos. 2, 3, 4, 5, and 6 submitted for a stockholder vote at the Annual Meeting and described below.

With respect to each such matter, set forth below are, to the extent applicable, the number of votes cast for or against, the number of votes withheld, the number of abstentions and the number of broker non-votes:

Proposal No. 1 - Election of Directors.

Director Nominee Name
Votes For
Votes Withheld
Broker Non-Votes
William P. Sullivan
233,925,553
278,174
24,757,684
Tunç Doluca
233,485,168
718,559
24,757,684
Tracy C. Accardi
233,912,695
291,032
24,757,684
James R. Bergman
209,252,852
24,950,875
24,757,684
Joseph R. Bronson
229,617,402
4,586,325
24,757,684
Robert E. Grady
232,693,957
1,509,770
24,757,684
William D. Watkins
231,206,912
2,996,815
24,757,684
MaryAnn Wright
233,920,418
283,309
24,757,684
 
Proposal No. 2 - Ratification of the appointment of Deloitte & Touche LLP as Maxim’s Independent Registered Public Accounting Firm for the fiscal year ending June 24, 2017.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
252,129,758
6,726,166
105,487
n/a


Proposal No. 3 - Ratification and approval of an amendment to Maxim’s 2008 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder by 1,500,000 shares.

Votes For
Votes Against
Abstain
Broker Non-Votes
230,678,407
2,404,777
1,120,543
24,757,684

Proposal No. 4 - Ratification and approval of an amendment to Maxim’s 1996 Stock Incentive Plan to provide a maximum annual limit on non-employee director compensation for cash and equity.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
215,474,306
18,482,617
246,804
24,757,684

Proposal No. 5 - Ratification and approval of an amendment to Maxim’s bylaws to designate Delaware as the exclusive forum for the adjudication of certain legal disputes.





Votes For
Votes Against
Abstain
Broker Non-Votes
150,248,358
83,276,498
678,871
24,757,684

Proposal No. 6 - Non-binding advisory vote to approve the compensation of Maxim’s Named Executive Officers.

Votes For
Votes Against
Abstain
Broker Non-Votes
217,499,290
16,369,995
334,442
24,757,684






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.

Date: November 15, 2016

                
 
Maxim Integrated Products, Inc.
 
 
 
 
By:
/s/ Bruce E. Kiddoo
 
 
Bruce E. Kiddoo
 
 
Senior Vice President, Chief Financial Officer and Chief Accounting Officer