8-K 1 plx_body8k122013.htm PLX TECHNOLOGY, INC. FORM 8-K plx_body8k122013.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 20, 2013
(December 19, 2013)


PLX TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in its Charter)


DELAWARE
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(State or Other Jurisdiction of Incorporation)


    000-25699                                    94-3008334
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               (Commission File Number)    (I.R.S. Employer Identification No.)

 
870 W. Maude Avenue, Sunnyvale, California 94085
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(Address of Principal Executive Offices) (Zip Code)


(408) 774-9060
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(Registrant's telephone number, including area code)


Not Applicable
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(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 (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

At the Annual Meeting of Shareholders held on December 18, 2013 (the “2013 Annual Meeting”), the stockholders of PLX Technology, Inc. (“PLX”), voted on the following matters, which are described in detail in PLX’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 12, 2013:

(a)  
to elect eight persons to serve as members of the PLX Board of Directors (the “Board”), each to serve until the 2014 annual meeting of stockholders or until their successors are duly elected and qualified;
 
(b)  
to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013; and
 
(c)  
to conduct an advisory vote to approve named executive officer compensation for 2012.
 
The above proposals are described in detail in the Company’s Proxy Statement dated November 12, 2013.

At the 2013 Annual Meeting, the holders of 35,906,612 common shares of PLX (or approximately 78.5% of the issued and outstanding shares) were represented in person or by proxy, constituting a quorum.

The PLX Board had nominated D. James Guzy, John H. Hart, Thomas Riordan, Michael J. Salameh, Ralph H. Schmitt, Robert H. Smith, Patrick Verderico and David K. Raun for election as directors.  As previously disclosed, Potomac Capital Partners II, L.P. (“Potomac Capital”), had nominated Martin Colombatto, Stephen Domenik and Eric Singer.

On December 19, 2013, the independent inspector of elections for the 2013 Annual Meeting, IVS Associates, Inc., delivered its certified results, which reported that shareholders had voted to (i) elect the three new independent directors nominated by Potomac, Martin Colombatto, Stephen Domenik and Eric Singer and re-elected five existing directors, John Hart, David Raun, Michael Salameh, Ralph Schmitt and Patrick Verderico; (ii) ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013; and (iii) approve (on an the advisory basis),  the named executive officer compensation for 2013.

Voting results are as follows:

(a)  
Election of Directors:

Board of Directors Nominees
  
Votes For
  
Withheld
D. James Guzy
  
11,017,222
  
170,847
John H. Hart
  
35,689,156
  
217,456
Thomas Riordan
  
11,018,344
  
169,725
Michael J. Salameh
  
35,075,991
  
830,621
Ralph H. Schmitt
  
35,646,975
  
259,637
Robert H. Smith
  
11,018,344
  
169,725
Patrick Verderico
  
35,688,656
  
217,956
David K. Raun
  
35,678,197
  
228,415
 
 Potomac's Nominees
  
Votes For
  
Withheld
Martin Colombatto
  
24,648,057
  
70,486
Stephen Domenik
  
24,670,737
  
47,806
Eric Singer
  
24,647,957
  
70,586
 
 
(b)  
Ratification of appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

For
  
Against
  
Abstain
33,831,734
  
210,341
  
1,864,537
 
 
(c)  
Approval, in a non-binding advisory vote, of named executive compensation for 2012.

For
  
Against
  
Abstain
18,621,396
  
677,154
  
16,608,062
 
 
 
 
 
SIGNATURES
 
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.
 
PLX TECHNOLOGY, INC.
(the Registrant)

By:    /s/ ARTHUR WHIPPLE
         ---------------------------------
        Arthur Whipple
        Chief Financial Officer

Dated:  December 20, 2013