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 22, 2014
ATMEL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 0-19032 | | 77-0051991 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1600 Technology Drive
San Jose, CA 95110
(Address of principal executive offices, including zip code)
(408) 441-0311
(Registrant’s telephone number, including area code)
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):
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 23, 2014, the Board of Directors of Atmel Corporation (“Atmel” or the “Company”) amended Article II, Section 2.2 of the Company’s Bylaws to enhance the information requirements related to the submission of potential stockholder proposals and Article VI of the Company’s Bylaws to clarify and enhance provisions related to the indemnification of Directors and Officers and non-Directors and Officers that the Company determines to indemnify.
The full text of the Bylaws, as amended and restated, are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Atmel Corporation held on May 22, 2014 (the “Annual Meeting”), proxies representing 379,592,986 shares of common stock, or approximately 90.23% of the total outstanding shares on the record date for the Annual Meeting, were present. The table below presents the voting results for the election of the Company’s Board of Directors:
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| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Steven Laub | 323,953,001 | 1,817,576 | 895,126 | 52,927,283 |
| Tsung-Ching Wu | 324,186,153 | 1,637,100 | 842,450 | 52,927,283 |
| David Sugishita | 320,868,643 | 4,917,015 | 880,045 | 52,927,283 |
| Papken Der Torossian | 320,897,126 | 4,873,889 | 894,688 | 52,927,283 |
| Jack L. Saltich | 319,211,005 | 6,569,590 | 885,108 | 52,927,283 |
| Charles Carinalli | 320,887,638 | 4,868,961 | 909,104 | 52,927,283 |
| Dr. Edward Ross | 324,125,224 | 1,614,807 | 925,672 | 52,927,283 |
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2014. The proposal received 376,820,129 votes for, 1,595,212 votes against, 1,177,645 abstentions, and no broker non-votes.
The stockholders approved, in a non-binding advisory vote, the compensation paid to the Company’s named executive officers. The proposal received 290,223,354 votes for, 35,145,957 votes against, 1,296,392 abstentions, and 52,927,283 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 3.1 | | Amended and Restated Bylaws of Atmel Corporation, effective as of May 23, 2014. |
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.
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| | | ATMEL CORPORATION |
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| May 29, 2014 | By: | /s/ Steve Skaggs |
| | | Steve Skaggs
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| | | Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 3.1 | | Amended and Restated Bylaws of Atmel Corporation, effective as of May 23, 2014.
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