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 16, 2011
ZYGO CORPORATION |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | 0-12944 | 06-0864500 | ||
(State or Other Jurisdiction | (Commission | (IRS Employer |
Laurel Brook Road, Middlefield, CT | 06455-0448 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (860) 347-8506
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 (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
On November 16, 2011 at the 2011 Annual Meeting of Stockholders of Zygo Corporation (the “Company”), each of the proposals set forth below was submitted to a vote of the stockholders of the Company. The final results of the votes regarding each proposal are also set forth below. The proposals are described in detail in the Company’s Definitive Proxy Statement, dated October 3, 2011 (the “Proxy Statement”).
Proposal No. 1 – Election of Board of Directors
The following individuals were elected as a result of the following vote:
| For | Withheld | |||||
| Stephen D. Fantone | 13,694,743 | 131,689 | ||||
| Samuel H. Fuller | 13,647,911 | 178,521 | ||||
| Chris L. Koliopoulos | 13,711,033 | 115,399 | ||||
| Seymour E. Liebman | 9,354,884 | 4,471,548 | ||||
| Robert B. Taylor | 13,707,361 | 119,071 | ||||
| Carol P. Wallace | 12,826,385 | 1,000,047 | ||||
| Gary K. Willis | 9,207,066 | 4,619,366 | ||||
There were 2,650,577 broker non-votes with respect to the election of directors.
Proposal No. 2 – Ratification of the non-binding advisory resolution approving the Company’s executive compensation as disclosed in the Proxy Statement were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 11,751,972 | 288,275 | 1,786,185 | 2,650,577 |
Proposal No. 3 – Ratification ofthe non-binding advisory resolution with respect to the frequency of future advisory votes on the Company’s executive compensation
| 1 Year | 2 Years | 3 Years | 3 Years |
| 10,582,989 | 11,617 | 781,947 | 2,449,879 |
The Board of Directors of the Company, taking into account the foregoing advisory vote of the stockholders of the Company, has determined that the Company will hold an advisory vote on executive compensation annually until the next required vote on the frequency of such stockholder votes.
Proposal No. 4 – Ratification ofthe adoption of the 2012 Equity Incentive Plan were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 8,504,494 | 4,467,251 | 854,687 | 2,650,577 |
Proposal No. 5 – Ratificationthe amendment to the Employee Stock Purchase Plan were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 12,969,365 | 120,235 | 736,832 | 2,650,577 |
Proposal No. 6 – Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2012 were as follows:
| For | Against | Abstain | |
| 16,389,558 | 61,615 | 25,836 |
There were no other matters submitted to a vote of our stockholders.
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.
ZYGO CORPORATION
| Date: November 17, 2011 | By: | /s/ John P. Jordan | |
Name: John P. Jordan Title: Vice President, Chief | |||