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 10, 2012
DTS, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 000-50335 | | 77-0467655 |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (I.R.S. Employer
Identification No.) |
5220 Las Virgenes Road
Calabasas, CA
(Address of principal executive offices, with zip code)
(818) 436-1000
(Registrant’s telephone number, including area code)
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.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
The following matters were voted upon at the Annual Meeting of Stockholders of DTS, Inc., held on May 10, 2012.
1. To elect two members of the Board. The stockholders elected two Class III directors to hold office until the 2015 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier death, resignation or removal, by the following votes:
Name of Directors Elected | | For | | Withhold | | Broker
Non-Votes | |
V. Sue Molina | | 15,122,872 | | 294,637 | | 464,350 | |
| | | | | | | |
Ronald N. Stone | | 15,087,818 | | 329,691 | | 464,350 | |
The following individuals are continuing directors with terms expiring upon the 2013 Annual Meeting of Stockholders: Craig S. Andrews, L. Gregory Ballard and Bradford D. Duea.
The following individuals are continuing directors with terms expiring upon the 2014 Annual Meeting of Stockholders: Joerg D. Agin and Jon E. Kirchner.
2. To vote on approval of the DTS, Inc. 2012 Equity Incentive Plan. The proposal was approved by the following vote:
For | | Against | | Abstain | | Broker
Non-Votes | |
11,413,288 | | 3,717,789 | | 286,432 | | 464,350 | |
3. To vote on an advisory (non-binding) basis on the compensation of our named executive officers. The proposal was approved by the following vote:
For | | Against | | Abstain | | Broker
Non-Votes | |
11,104,603 | | 4,014,812 | | 298,094 | | 464,350 | |
4. To ratify the appointment of Grant Thornton LLP to serve as the independent registered public accountant for the 2012 fiscal year. The proposal was approved by the following vote:
For | | Against | | Abstain | |
15,876,369 | | 2,990 | | 2,500 | |
Item 8.01 Events.
On May 10, 2012 the Board reelected Joerg D. Agin as the Board’s lead independent director for the ensuing year, effective immediately.
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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.
| DTS, INC. |
| |
| |
Date: May 14, 2012 | By: | /s/ Melvin Flanigan |
| |
| | Melvin Flanigan |
| | Executive Vice President, Finance and |
| | Chief Financial Officer |
| | (principal financial and accounting officer) |
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