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): April 27, 2016
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 000-50460 | | 16-1620029 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices, including Zip Code)
(408) 321-6000
(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 (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 2.02. | Results of Operations and Financial Condition. |
On May 2, 2016, Tessera Technologies, Inc. (the “Company”) announced its financial results for the first quarter 2016. A copy of the Company’s press release announcing these financial results and other information regarding its financial condition is attached hereto as Exhibit 99.1 to this Form 8-K.
The information in Item 2.02 of this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on April 27, 2016 in San Jose, California. The results of the matters voted on by the stockholders are set forth immediately below.
Proposal 1
To elect seven (7) members of the Board to hold office until the next annual meeting or until their successors are duly elected and qualified:
| | | | | | | | | | | | | | | | |
Director Nominee | | Votes For | | | Votes Against | | | Votes Abstaining | | | Broker Non-Votes | |
Tudor Brown | | | 40,820,480 | | | | 682,382 | | | | 9,391 | | | | 3,827,321 | |
John Chenault | | | 41,146,632 | | | | 355,256 | | | | 10,365 | | | | 3,827,321 | |
Richard S. Hill | | | 40,393,833 | | | | 1,109,264 | | | | 9,156 | | | | 3,827,321 | |
Thomas Lacey | | | 41,147,692 | | | | 355,304 | | | | 9,257 | | | | 3,827,321 | |
George A. Riedel | | | 41,146,001 | | | | 356,792 | | | | 9,460 | | | | 3,827,321 | |
Christopher A. Seams | | | 41,148,525 | | | | 354,473 | | | | 9,255 | | | | 3,827,321 | |
Donald E. Stout | | | 40,814,720 | | | | 687,841 | | | | 9,692 | | | | 3,827,321 | |
Proposal 2
To hold an advisory vote on executive compensation:
| | | | | | | | |
Votes For | | | | Votes Against | | Votes Abstaining | | Broker Non-
Votes |
| 41,026,831 | | | | 158,813 | | 326,609 | | 3,827,321 |
Proposal 3
To ratify the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its year ending December 31, 2016:
| | | | | | | | |
Votes For | | | | Votes Against | | Votes Abstaining | | Broker Non-
Votes |
| 44,656,075 | | | | 384,130 | | 299,369 | | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated May 2, 2016 |
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.
| | | | | | |
| Date: May 2, 2016 | | | | TESSERA TECHNOLOGIES, INC. |
| | | |
| | | | By: | | /s/ Robert Andersen |
| | | | Name: | | Robert Andersen |
| | | | Title: | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated May 2, 2016 |
