UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 1, 2013
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-19084 | | 94-2925073 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 239-8000
(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 (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. |
The matters voted upon at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on May 1, 2013 and the results of such voting are set forth below:
Proposal 1:Election of eight directors to serve until the 2014 Annual Meeting of Stockholders of the Company:
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| Name of Director | | Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Vote |
Richard E. Belluzzo | | 159,893,700 | | 4,714,447 | | 35,754 | | 27,477,234 |
James V. Diller, Sr. | | 159,568,170 | | 5,040,237 | | 35,494 | | 27,477,234 |
Michael R. Farese | | 159,511,691 | | 5,095,518 | | 36,692 | | 27,477,234 |
Jonathan J. Judge | | 158,983,042 | | 5,624,080 | | 36,779 | | 27,477,234 |
Michael A. Klayko | | 163,331,978 | | 1,276,192 | | 35,731 | | 27,477,234 |
William H. Kurtz | | 160,175,564 | | 4,432,387 | | 35,950 | | 27,477,234 |
Gregory S. Lang | | 160,162,855 | | 4,439,152 | | 41,894 | | 27,477,234 |
Richard N. Nottenburg | | 162,998,164 | | 1,609,697 | | 36,040 | | 27,477,234 |
All director nominees were duly elected.
Proposal 2: Ratification of the appointment of Deloitte LLP as the Company’s independent auditors:
| | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Vote |
190,186,903 | | 1,839,741 | | 94,491 | | 27,477,234 |
Proposal 2 was approved.
Proposal 3:Approval, in a non-binding vote, of the compensation of the Company’s named executive officers as described in the proxy statement:
| | | | | | |
| Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Vote |
163,132,913 | | 1,455,088 | | 55,900 | | 27,477,234 |
Proposal 3 was approved.
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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.
| | |
| |
| | PMC-Sierra, Inc. |
| |
| By: | | /s/ Alinka Flaminia |
| | Alinka Flaminia |
| | Vice President, General Counsel, Corporate Secretary |
Date: May 2, 2013
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