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): October 26, 2012
Symmetricom, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-02287 | | 95-1906306 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 2300 Orchard Parkway, San Jose, California | | | | 95131-1017 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (408) 433-0910
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Symmetricom, Inc. (“Symmetricom”) held on October 26, 2012, the stockholders of Symmetricom approved the amendment and restatement of Symmetricom’s 2006 Incentive Award Plan, as previously amended, to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,000,000 shares. A description of the Amended and Restated Symmetricom, Inc. 2006 Incentive Award Plan (the “Amended and Restated Plan”) is set forth in the Proxy Statement for the Annual Meeting under the heading “Proposal No. Four — Approval of the Amended and Restated 2006 Incentive Award Plan” on pages 14-21, and the full text of the Amended and Restated Plan can be found attached as Appendix A to the Proxy Statement, each of which is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below are the matters that were voted on by the stockholders at the Annual Meeting and the final voting results. All of the director nominees named in the Proxy Statement for the Annual Meeting were elected, and the other proposals set forth in the Proxy Statement for the Annual Meeting were approved by the stockholders.
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Robert T. Clarkson | | 31,696,674 | | 789,123 | | 5,260,362 |
David G. Côté | | 31,691,271 | | 794,526 | | 5,260,362 |
Alfred Boschulte | | 32,041,938 | | 443,859 | | 5,260,362 |
James A. Chiddix | | 31,708,569 | | 777,228 | | 5,260,362 |
Elizabeth A. Fetter | | 31,667,742 | | 818,055 | | 5,260,362 |
Robert M. Neumeister Jr. | | 31,973,798 | | 511,999 | | 5,260,362 |
Dr. Richard W. Oliver | | 31,575,848 | | 909,949 | | 5,260,362 |
Richard N. Snyder | | 31,223,388 | | 1,262,409 | | 5,260,362 |
Robert J. Stanzione | | 31,583,957 | | 901,840 | | 5,260,362 |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as Symmetricom’s independent registered public accounting firm for the current fiscal year: |
| | | | |
Votes For | | Votes Against | | Abstentions |
36,714,839 | | 935,790 | | 95,530 |
| 3. | Advisory vote on executive compensation: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
30,534,656 | | 970,724 | | 980,417 | | 5,260,362 |
| 4. | Amendment and restatement of Symmetricom’s 2006 Incentive Award Plan: |
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
28,059,182 | | 4,403,622 | | 22,993 | | 5,260,362 |
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.
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| | SYMMETRICOM, INC. |
| | |
| Dated: October 29, 2012 | | By: | | /s/ JUSTIN R. SPENCER |
| | Name: | | Justin R. Spencer |
| | Title: | | Executive Vice President Finance and Administration, Chief Financial Officer and Secretary |
