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 10, 2010 |
| |
| ULTRA CLEAN HOLDINGS, INC. |
(Exact Name of Registrant as Specified in Charter) |
| |
| | Delaware | |
| | (State or Other Jurisdiction of Incorporation) | |
| |
| 000-50646 | | 61-1430858 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| |
26462 CORPORATE AVENUE, HAYWARD, CA | | 94545 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| |
| | | |
Registrant’s telephone number, including area code: (510) 576-4400 |
| |
| n/a |
| (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):
| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 10, 2010, the stockholders of Ultra Clean Holdings, Inc. (the “Company”) approved amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan, which includes an increase in share authorization under the plan by 1,500,000 shares (but removes the Company’s ability to increase further the numbers of shares under the plan without stockholder approval) and makes certain other changes to the 2003 Amended and Restated Stock Incentive Plan as described in the Company’s definitive proxy statement filed on April 23, 2010 with the SEC.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2010, the Company held its annual meeting of stockholders. At the meeting, stockholders considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 23, 2010 for the Annual Meeting of Stockholders.
The vote results detailed below represent the final results as certified by the Inspector of Elections:
Proposal 1
Election of directors for a one-year term.
| Director | For | Withheld | Broker Non-Vote |
| Susan Billat | 10,811,424 | 1,254,818 | 4,357,911 |
| John Chenault | 10,811,064 | 1,255,178 | 4,357,911 |
| Clarence L. Granger | 11,143,628 | 922,614 | 4,357,911 |
| David T. ibnAle | 10,684,201 | 1,382,041 | 4,357,911 |
| Leonid Mezhvinsky | 7,591,323 | 4,474,919 | 4,357,911 |
Proposal 2
Approval of amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Vote |
| 9,547,377 | 1,905,993 | 612,872 | 4,357,911 |
Proposal 3
Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2010.
| For | Against | Abstain |
| 16,388,639 | 2,267 | 33,247 |
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.
| | | ULTRA CLEAN HOLDINGS, INC. | |
| | | | |
| | | | |
| Date: | June 10, 2010 | | By: | /s/ Kevin (Casey) Eichler | |
| | | | | Name: | Kevin (Casey) Eichler | |
| | | | | Title: | Chief Financial Officer | |
