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
July 30, 2014
Date of Report (date of earliest event reported)
Sigma Designs, Inc.
(Exact name of Registrant as specified in its charter)
California | 001-32207 | 94-2848099 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer |
1778 McCarthy Blvd
Milpitas, California 95035
(Address of principal executive offices)
(408) 262-9003
(Registrant’s telephone number, including area code)
(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 Company’s 2014 Annual Meeting of Shareholders (the “Annual Meeting”) was held on July 30, 2014. At the Annual Meeting, the following proposals were voted upon and approved:
Proposal 1: To elect six directors to serve until the next Annual Meeting of Shareholders or until their successors are duly elected and qualified.
Directors | For | Withheld |
Mark J. Bonney | 19,148,138 | 509,282 |
Tor Braham | 19,187,304 | 470,116 |
J. Michael Dodson | 19,160,730 | 496,690 |
Martin Manniche | 19,201,240 | 456,180 |
Pete Thompson | 19,195,355 | 462,065 |
Thinh Q. Tran | 19,171,705 | 485,715 |
There were 10,385,442 shares represented by broker non-votes.
Proposal 2: To ratify the appointment of Armanino LLP as the Company’s independent registered public accounting firm for fiscal year 2015.
For | Against | Abstain | Broker Non-Votes |
29,634,915 | 209,021 | 198,926 | 0 |
Proposal 3: To approve, on a non-binding and advisory basis, the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes |
19,222,924 | 394,739 | 39,757 | 10,385,442 |
Item 8.01. Other Events.
On July 30, 2014, the Company’s Board of Directors appointed independent directors to serve on Board committees as follows:
Audit Committee
Mark J. Bonney, Chairman
Tor Braham
J. Michael Dodson
Compensation Committee
Pete Thompson, Chairman
J. Michael Dodson
Martin Manniche
Corporate Governance and Nominating Committee
Tor Braham, Chairman
Mark Bonney
J. Michael Dodson
J. Michael Dodson will continue to serve as the Lead Independent Director of the Board.
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.
Dated: July 31, 2014 | SIGMA DESIGNS, INC. | ||
By: | /s/ Thinh Q. Tran | ||
| Thinh Q. Tran President and Chief Executive Officer | ||