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): November 18, 2011
Fusion-io, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35188 | 20-4232255 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2855 E. Cottonwood Parkway, Suite 100
Salt Lake City, Utah 84121
(Address of principal executive offices) (Zip code)
(801) 424-5500
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:
| ¨ | 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
On November 18, 2011, Fusion-io, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on the following four proposals and the Company’s inspector of election certified the vote tabulations indicated below.
Proposal 1
The stockholders elected the individuals listed below as Class I directors to serve on the Company’s Board of Directors for a term of three years or until their respective successors are duly elected and qualified.
| For | Withheld | Broker Non-Vote | ||||||||||
Christopher J. Schaepe | 68,201,105 | 558,780 | 2,429,093 | |||||||||
Rick White | 68,155,654 | 604,231 | 2,429,093 | |||||||||
Proposal 2
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012, as described in the proxy materials.
For | Against | Abstained | Broker Non-Vote | |||
71,177,142 | 11,374 | 462 | 0 |
Proposal 3
The stockholders voted to approve the compensation of the named executive officers. This proposal was an advisory vote, as described in the proxy materials.
For | Against | Abstained | Broker Non-Vote | |||
68,670,390 | 47,388 | 42,107 | 2,429,093 |
Proposal 4
The stockholders voted to approve holding an advisory vote on executive compensation once every year. This proposal was an advisory vote, as described in the proxy materials.
3 Years | 2 Years | 1 Year | Abstained | Broker Non-Vote | ||||
920,627 | 164,018 | 67,652,820 | 22,420 | 2,429,093 |
With regard to Proposal 4, a majority of the shares were voted, consistent with the recommendation of the Company’s Board of Directors (the “Board”) set forth in the proxy materials, for holding future advisory votes on executive compensation on an annual basis. The Board has considered the outcome of this advisory vote and has determined that the Company will hold an annual advisory vote on the Company’s executive compensation until the Board decides to hold the next advisory vote regarding the frequency of advisory votes (which advisory vote regarding frequency is required to be held at least every six years).
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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.
| FUSION-IO, INC. | ||
| By: | /s/ Shawn J. Lindquist | |
| Shawn J. Lindquist | ||
Chief Legal Officer, Executive Vice President and Secretary | ||
Dated: November 22, 2011
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