FORM 8-K

SYNAPTICS INCORPORATED

Date: October 25, 2013

/s/ Kathleen A. Bayless

Kathleen A. Bayless

Senior Vice President, Chief Financial Officer, Secretary, and Treasurer

0001193125-13-411596.txt : 20131025 0001193125-13-411596.hdr.sgml : 20131025 20131025161558 ACCESSION NUMBER: 0001193125-13-411596 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131022 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20131025 DATE AS OF CHANGE: 20131025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNAPTICS INC CENTRAL INDEX KEY: 0000817720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 770118518 STATE OF INCORPORATION: DE FISCAL YEAR END: 0626 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49602 FILM NUMBER: 131171050 BUSINESS ADDRESS: STREET 1: 3120 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-454-5100 MAIL ADDRESS: STREET 1: 3120 SCOTT BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 8-K 1 d616545d8k.htm FORM 8-K FORM 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

October 22, 2013

Date of Report (Date of earliest event reported)

SYNAPTICS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

000-49602

77-0118518

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1251 McKay Drive

San Jose, California 95131

(Address of Principal Executive Offices) (Zip Code)

(408) 454-5100

(Registrant’s Telephone Number, Including Area Code)

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.

On October 22, 2013, we held an annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect two directors to serve until our annual meeting of stockholders in 2016 and until their successors are elected and qualified; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2013 (“say-on-pay”); (3) to provide a vote on our proposal to amend our 2010 Incentive Compensation Plan; and (4) to ratify the appointment of KPMG LLP, an independent registered public accounting firm, as our independent registered public accountants for the fiscal year ending June 30, 2014.

Proposal One: The following directors were elected at the annual meeting:


Director	For	Withheld	Broker Non-Votes
Richard A. Bergman	23,940,461	1,561,953	4,259,042
Russell J. Knittel	22,069,567	3,432,847	4,259,042

Proposal Two: The results of the vote to approve the say-on-pay proposal were as follows:

For

Against

Abstain

Broker

Non-Votes

23,754,293

1,534,776

213,345

4,259,042

Our stockholders approved the compensation of our named executive officers for fiscal 2013 on a non-binding, advisory basis.

Proposal Three: The results of the vote on the proposal to approve an amendment of our 2010 Incentive Compensation Plan were as follows:

For

Against

Abstain

Broker

Non-Votes

13,381,907

11,961,963

158,544

4,259,042

This proposal received the necessary votes in favor to be adopted by our stockholders at the annual meeting.

Proposal Four: The results of the vote on the proposal to ratify the appointment of KPMG LLP, an independent registered public accounting firm, as our independent registered public accountants for the fiscal year ending June 30, 2014 were as follows:

For

Against

Abstain

Broker

Non-Votes

29,429,308

287,596

44,552

—

This proposal received the necessary votes in favor to be adopted by our stockholders at the annual meeting.

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.