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): December 7, 2016
(Exact Name of Registrant as Specified in its Charter)
| Massachusetts | 000-10761 | 04-2594045 |
(State or Other Jurisdiction of
Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| 825 University Avenue, Norwood, MA | 02062 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 781-461-1000
| |
| (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):
¨ 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.
Xcerra Corporation (the “Company”) held its annual meeting of the shareholders on December 7, 2016 (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the shareholders voted on the following proposals:
1. To elect the two nominees listed below to the Company’s Board of Directors to serve as Class III Directors for three-year terms expiring at the 2019 annual meeting of shareholders. Each nominee for director was elected by a vote of the shareholders as follows:
| | For | Against | Abstain | Broker Non-Votes |
| Mark S. Ain | 33,620,133 | 4,453,550 | 144,773 | 6,158,236 |
| Jorge L. Titinger | 33,973,735 | 4,100,043 | 144,678 | 6,158,236 |
Following the 2016 Annual Meeting, David G. Tacelli and Bruce R. Wright, currently serving as Class I Directors and having three-year term expiring at the 2017 annual meeting of the shareholders, and Roger W. Blethen and Roger J. Maggs, currently serving as Class II Directors and having three-year term expiring at the 2018 annual meeting of the shareholders, continued in office.
2. To approve a non-binding, advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2016 Annual Meeting, including the disclosures under the heading “Compensation Discussion and Analysis,” the compensation tables, and any related materials included in such proxy statement. The proposal was approved by a vote of the shareholders as follows:
| For: | 36,262,477 |
| Against: | 1,398,765 |
| Abstain: | 577,214 |
| Broker Non-Votes: | 6,158,236 |
3. To approve the Third Amended and Restated Xcerra Employee Stock Purchase Plan. The tabulation of the votes cast with respect to this proposal at the 2016 Annual Meeting is set forth below:
| For: | 37,466,105 |
| Against: | 726,219 |
| Abstain: | 26,132 |
| Broker Non-Votes: | 6,158,236 |
4. To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending July 31, 2017. The proposal was approved by a vote of the shareholders as follows:
| For: | 44,125,569 |
| Against: | 171,480 |
| Abstain: | 79,643 |
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.
| | XCERRA Corporation |
| | | | |
| Date: December 9, 2016 | By: | /s/ Mark J. Gallenberger | |
| | | Mark J. Gallenberger | |
| | | Sr. Vice President, Chief Operating Officer and
Chief Financial Officer |
