Item 5.07 Shareholders Vote
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): June 15, 2011
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
|
| | |
OREGON | 0-26844 | 93-0945232 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
Incorporation or Organization) | | Identification Number) |
5445 N.E. Dawson Creek Drive
Hillsboro, OR 97124
(Address of principal executive offices, including zip code)
(503) 615-1100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, 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 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 June 15, 2011, RadiSys Corporation (the “Company”) held its Annual Meeting of Stockholders. All nominated directors were elected and the other proposed matters were approved. The following is a brief description of the matters voted on at the meeting, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2011, and a statement of the number of votes cast for, withheld and against and the number of abstentions and broker non-votes:
1. Each of the nine directors proposed by the Company was elected to serve for a term expiring at the Company's next annual meeting of stockholders and until their respective successors have been duly elected and qualified. The voting results were as follows:
|
| | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
C. Scott Gibson | | 19,035,046 | | 541,412 | | 2,864,064 |
Scott C. Grout | | 19,263,952 | | 312,506 | | 2,864,064 |
Richard J. Faubert | | 19,315,710 | | 260,748 | | 2,864,064 |
Dr. William W. Lattin | | 19,241,428 | | 335,030 | | 2,864,064 |
Kevin C. Melia | | 19,282,495 | | 293,963 | | 2,864,064 |
Carl W. Neun | | 19,315,710 | | 260,748 | | 2,864,064 |
David Nierenberg | | 19,306,746 | | 269,712 | | 2,864,064 |
M. Niel Ransom | | 19,318,271 | | 258,187 | | 2,864,064 |
Lorene K. Steffes | | 19,241,698 | | 334,760 | | 2,864,064 |
2. The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers. The votes on this matter were as follows:
|
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
19,270,888 | | 264,536 | | 41,034 | | 2,864,064 |
3. The stockholders approved, on an advisory (non-binding) basis, holding annual shareholder advisory votes on compensation of the Company's named executive officers. The votes on this matter were as follows:
|
| | | | | | | | |
Every 1 Year | | Every 2 Years | | Every 3 Years | | Abstain | | Broker Non-Votes |
17,499,072 | | 16,931 | | 2,016,313 | | 44,142 | | 2,864,064 |
The Board of Directors of the Company has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis.
4. The stockholders approved the proposal to ratify the audit committee's appointment of KPMG LLP as the Company's independent registered public accounting firm. The votes on this matter were as follows:
|
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
22,414,705 | | 11,481 | | 14,336 | | N/A |
5. The stockholders approved the proposal to approve an amendment to the RadiSys Corporation 2007 Stock Plan. The votes on this matter were as follows:
|
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
17,792,900 | | 1,763,530 | | 20,028 | | 2,864,064 |
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 thereunto duly authorized.
|
| | | | |
| | | RADISYS CORPORATION |
Date: | June 16, 2011 | | By: | /s/ Brian Bronson |
| | | | Brian Bronson |
| | | | Chief Financial Officer |