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): January 31, 2012
MINDSPEED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31650 | 01-0616769 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
(Address of Principal Executive Offices) (Zip Code)
(949) 579-3000
(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:
¨ 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 31, 2012, at the 2012 annual meeting of stockholders (the “Annual Meeting”) of Mindspeed Technologies, Inc. (the “Company”), the Company’s stockholders approved an amended and restated Mindspeed Technologies, Inc. Employee Stock Purchase Plan (the “ESPP”), which increases the number of authorized shares reserved for issuance under the ESPP from 500,000 to 1,300,000.
The foregoing description of the amendment to the ESPP is only a summary and is qualified in its entirety by the full text of the ESPP, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 21, 2011.
The final results of voting on each proposal are as follows:
Proposal 1: Election of two (2) Class III directors each for a term of three (3) years to hold office until the Company’s 2015 annual meeting of stockholders:
| FOR | WITHHELD | BROKER NON-VOTES | ||||
Dwight W. Decker | 16,809,265 | 4,090,980 | 8,741,557 | |||
Raouf Y. Halim | 17,545,733 | 3,354,512 | 8,741,557 |
Messrs. Decker and Halim, the nominees for Class III directors, were each elected.
Proposal 2: Ratification of the appointment by our audit committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2012:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
28,704,290 | 387,479 | 550,033 | N/A |
The foregoing proposal was approved.
Proposal 3: Approval of an amended and restated ESPP:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
20,388,350 | 439,526 | 72,369 | 8,741,557 |
The foregoing proposal was approved.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit | Description | |
| 10.1 | Mindspeed Technologies, Inc. Employee Stock Purchase Plan, as amended and restated. |
2
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.
| MINDSPEED TECHNOLOGIES, INC. | ||||||||
| Date: February 3, 2012 | By: | /s/ Stephen N. Ananias | ||||||
Stephen N. Ananias Senior Vice President and Chief Financial Officer | ||||||||
3
EXHIBIT INDEX
Exhibit Number | Description | |
| 10.1 | Mindspeed Technologies, Inc. Employee Stock Purchase Plan, as amended and restated. |
4