UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
| Date of report (Date of earliest event reported) | April 1, 2011 |
| PHOTRONICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification Number) |
| 15 Secor Road, Brookfield, CT | 06804 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant's Telephone Number, including area code | (203) 775-9000 |
| (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 April 1, 2011 the Company held its annual meeting of stockholders (the “Annual Meeting”) in Brookfield, Connecticut. At the Annual Meeting, the Company’s stockholders approved five (5) proposals. The proposals are described in detail in the Proxy Statement.
Proposal 1.
The Company’s stockholders elected five (5) individuals to the Board of Directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Walter Fiederowicz | 39,569,168 | 3,902,744 | 6,616,702 |
| Joseph Fiorita | 39,449,091 | 4,022,821 | 6,616,702 |
| Constantine Macricostas | 36,999,031 | 6,472,881 | 6,616,702 |
| George Macricostas | 33,403,291 | 10,068,621 | 6,616,702 |
| Mitchell Tyson | 39,023,609 | 4,448,303 | 6,616,702 |
Proposal 2.
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2011 as set forth below:
| Votes For | Votes Against | Abstentions | |
| 45,275,507 | 4,777,677 | 35,430 |
Proposal 3.
The Company's stockholders approved the 2011 Annual Executive Compensation Plan as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 37,871,113 | 5,490,424 | 110,375 | 6,616,702 |
Proposal 4.
The Company's stockholders approved by non-binding vote the compensation of the named executive officers as described in the compensation discussion and analysis and the narrative disclosure included in the 2011 proxy statement as set forth below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 24,825,244 | 18,550,144 | 96,524 | 6,616,702 |
Proposal 5
The Company's shareholders chose between every one, two or three years with respect to the frequency of executive compensation or abstained from voting as follows:
| Votes For 1 Year | Votes for 2 Years | Votes for 3 Years | Abstained from Voting |
| 32,919,828 | 255,137 | 10,164,552 | 132,395 |
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.
| PHOTRONICS, INC. |
| (Registrant) |
| DATE: | April 7, 2011 | BY | /s/ Richelle E. Burr | |
| Richelle E. Burr | ||||
| Vice President, General Counsel | ||||
| PHOTRONICS, INC. | ||||