UNITEDSTATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C.20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of1934
Date of Report (Date of earliest event reported): October 6,2015
RICHARDSON ELECTRONICS,LTD.
(Exact name of registrant as specified incharter)
| Delaware | | 0-12906 | | 36-2096643 |
(State or otherjurisdiction
of incorporation) | | (Commission
FileNumber) | | (IRS Employer
IdentificationNo.) |
| | | | | |
| | | | | |
| 40W267 Keslinger Road, P.O. Box 393, LaFox,Illinois | | 60147-0393 |
| (Address of principal executiveoffices) | | (Zip Code) |
Registrant’s telephonenumber,including area code: (630)208-2200
(Former name or former address, if changed since lastreport.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofthe 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 CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item 5.07 Submission of Matters to aVoteof SecurityHolders
Weheld our annual meeting of stockholders on October 6, 2015. As of August 13, 2015, the record date forthe annual meeting, 11,457,470 shares of our common stock, each entitled one vote per share, and 2,140,644 shares of ClassB commonstock,eachentitledto10votespershare,wereissuedandoutstanding.Accordingly,asofAugust13,2015,the combined voting power of our shares of common stock entitled to vote at the meeting was 32,863,910 votes. Thefollowing proposals, which are described in detail in our Proxy Statement filed with the Securities and Exchange Commissionon August 21, 2015, were voted upon and approved at the annualmeeting:
| 1 | A proposal to elect five directors nominated by our Board of Directors to serve on our Board of Directors until thenext annual meeting or until their successors are elected and shall have qualified, was approved with the followingvote: |
| Nominee | | For | | Abstain/Withhold | | BrokerNon-Votes |
| Edward J. Richardson | | | 29,150,017 | | | | 1,240,008 | | | | 1,260,645 | |
| Paul J. Plante | | | 29,147,975 | | | | 1,242,050 | | | | 1,260,645 | |
| Jacques Belin | | | 29,130,465 | | | | 1,259,560 | | | | 1,260,645 | |
| James Benham | | | 29,147,775 | | | | 1,242,250 | | | | 1,260,645 | |
| Kenneth Halverson | | | 29,147,975 | | | | 1,242,050 | | | | 1,260,645 | |
| 2 | A proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firmfor fiscal year 2016 was approved with 30,979,857 votes “FOR”, 635,108 votes “AGAINST” and 35,705votes “ABSTAIN/WITHHOLD”. |
| 3 | A proposal to approve, on an advisory basis, the compensation of our Named Executive Officers was approvedwith 29,200,638 votes “FOR”, 1,141,576 votes “AGAINST” and 47,811 votes “ABSTAIN/WITHHOLD” and1,260,645 broker non-votes”. |
SIGNATURES
PursuanttotherequirementsoftheSecuritiesExchangeActof1934,theregistranthasdulycausedthisreporttobe signed on its behalf by the undersigned hereunto dulyauthorized.
| | RICHARDSON ELECTRONICS,LTD. |
| | |
| Date: October 20, 2015 | By: | /s/ Robert J. Ben |
| Name: Title: | Robert J. Ben
Chief Financial Officer |
