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) May 4, 2011
INTERSIL CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 000-29617 | 59-3590018 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation | | Identification No.) |
| | | | | | |
1001 Murphy Ranch Road Milpitas, California | 95035 |
| (Address of principal executive offices) | (Zip Code) |
| | | | | | |
| Registrant’s telephone number, including area code | (408) 432-8888 |
| | | | | | |
| 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 (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.
| a) | Intersil Corporation (“Intersil”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 4, 2011 in Milpitas, California. |
| b) | At the Annual Meeting, the shareholders considered and approved items 1, 2, 3 and 5 below; shareholders did not approve item 4 below. The total shares voted were 115,211,952. |
| 1) | Election of Directors. All nine (9) of management’s nominees for our Board of Directors were elected by the following votes: |
| Nominee | Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| David B. Bell | 103,998,199 | 1,636,072 | 21,205 | 9,556,476 |
| Dr. Robert W. Conn | 104,027,423 | 1,585,205 | 42,848 | 9,556,476 |
| James V. Diller | 101,080,156 | 4,540,819 | 34,501 | 9,556,476 |
| Gary E. Gist | 100,071,770 | 5,541,674 | 42,032 | 9,556,476 |
| Mercedes Johnson | 105,049,181 | 571,230 | 35,065 | 9,556,476 |
| Gregory Lang | 101,009,330 | 4,602,161 | 43,985 | 9,556,476 |
| Jan Peeters | 102,792,865 | 2,818,715 | 43,896 | 9,556,476 |
| Robert N. Pokelwaldt | 104,021,556 | 1,587,732 | 46,188 | 9,556,476 |
| James A. Urry | 100,034,107 | 5,575,227 | 46,142 | 9,556,476 |
| 2) | To ratify the appointment of KPMG LLP as Intersil’s independent registered public accounting firm. |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 112,687,742 | 2,408,149 | 116,061 | --- |
| 3) | To approve the Intersil Corporation Amended and Restated 2008 Equity Compensation Plan. Details of the plan amendment can be found in the definitive proxy statement. |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 65,617,313 | 40,020,778 | 17,385 | 9,556,476 |
| 4) | The approval of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in our proxy statement. |
Our shareholders did not approve the non-binding advisory vote of the compensation of our named executive officers. The voting results were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 46,676,254 | 58,919,147 | 60,075 | 9,556,476 |
| 5) | The determination of the non-binding advisory vote of the frequency of the vote on our executive compensation program. The voting results were as follows: |
| 1 Year | 2 Years | 3 Years | Votes Abstaining | Broker Non-Votes |
| 92,582,664 | 38,204 | 13,017,601 | 17,007 | 9,556,476 |
| | Based on these results and consistent with a majority of votes cast with respect to this matter, our Board of Directors has decided to hold an annual advisory vote on the compensation of the named executive officers until the next required vote on the frequency of such votes. |
SIGNATURE
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.
| | | | INTERSIL CORPORATION |
| | | | |
| Date: | May 9, 2011 | By: | /s/ Thomas C. Tokos |
| | | Name: | Thomas C. Tokos |
| | | Title: | Sr. Vice President, General Counsel and Secretary |
