Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On August 16, 2012, at the annual meeting of shareholders (the “Annual Meeting”) of RF Micro Devices, Inc. (“RFMD”), RFMD shareholders approved the RF Micro Devices, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). The 2012 Plan, under which awards can be granted until August 19, 2022 or the 2012 Plan’s earlier termination, provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted awards in the form of restricted stock awards and restricted stock units, performance awards in the form of performance shares and performance units, phantom stock awards and other stock-based awards to selected employees, directors and independent contractors of RFMD and its affiliates.
The maximum number of shares issuable under the 2012 Plan may not exceed the sum of (a) 17,000,000 shares, plus (b) any shares of common stock (i) remaining available for the grant of awards as of the 2012 Plan effective date under RFMD’s 2003 Stock Incentive Plan, 2006 Directors Stock Option Plan, 1999 Stock Incentive Plan, 1997 Key Employees’ Stock Option Plan, 1992 Stock Option Plan and any other stock incentive plans maintained by RFMD (each a “Prior Plan”), and/or (ii) subject to an award granted under a Prior Plan if the award is forfeited, canceled, terminated, expires or lapses for any reason. Of the amount described in the preceding sentence, no more than 17,000,000 shares may be issued under the 2012 Plan pursuant to the grant of incentive stock options. In addition, under the 2012 Plan, in any 12-month period, (i) no participant may be granted options and SARs that are not related to an option for more than 2,000,000 shares of common stock (or the equivalent value thereof based on the fair market value per share of the common stock on the date of grant of an award); and (ii) no participant may be granted awards other than options or SARs that are settled in shares of common stock for more than 2,000,000 shares of common stock (or the equivalent value thereof based on the fair market value per share of the common stock on the date of grant of an award). The share and award limitations are subject to adjustment for anti-dilution purposes as provided in the 2012 Plan.
The foregoing summary description of the 2012 Plan is qualified in its entirety by reference to the actual terms of the 2012 Plan, which is incorporated herein by reference as Exhibit 10.1. For additional information regarding the 2012 Plan, please refer to “Proposal 3 – Approval of 2012 Stock Incentive Plan” on pages 42-49 of RFMD’s 2012 definitive proxy statement, as filed with the Securities and Exchange Commission on July 2, 2012, which is incorporated herein by reference as Exhibit 10.2.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a), (b)
On August 16, 2012, at the Annual Meeting, RFMD shareholders (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of RFMD’s named executive officers, (iii) approved the 2012 Plan, (iv) approved the amendment of the Employee Stock Purchase Plan to increase the number of shares authorized for issuance, and (v) ratified the appointment of Ernst & Young LLP as RFMD’s independent registered public accounting firm for the fiscal year ending March 30, 2013.
The final voting results with respect to each of the five proposals are set forth below:
Proposal 1. To elect the eight directors named in RFMD’s proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification.
| Number of Shares |
| Voted
For | |
Withheld
| | Broker
Non-Votes |
Walter H. Wilkinson, Jr. | 185,753,025 | | 2,808,235 | | 63,913,756 |
Robert A. Bruggeworth | 185,842,575 | | 2,718,685 | | 63,913,756 |
Daniel A. DiLeo | 186,246,097 | | 2,315,163 | | 63,913,756 |
Jeffery R. Gardner | 186,373,510 | | 2,187,750 | | 63,913,756 |
John R. Harding | 186,370,042 | | 2,191,218 | | 63,913,756 |
Masood A. Jabbar | 186,402,980 | | 2,158,280 | | 63,913,756 |
Casimir S. Skrzypczak | 186,248,407 | | 2,312,853 | | 63,913,756 |
Erik H. van der Kaay | 185,806,014 | | 2,755,246 | | 63,913,756 |
| Number of Shares |
| Voted
For | | Voted Against | |
Abstaining
| | Broker Non-Votes |
Proposal 2. To approve, on an advisory basis, the compensation of RFMD’s named executive officers. |
181,598,300
| |
6,618,759
| |
344,201
| |
63,913,756
|
Number of Shares |
|
Voted
For
| |
Voted
Against
| |
Abstaining
| |
Broker Non-Votes
|
Proposal 3. To approve the 2012 Stock Incentive Plan |
174,110,585
| |
14,179,082
| |
271,593
| |
63,913,756
|
| Number of Shares |
| Voted
For | | Voted Against | |
Abstaining
| | Broker Non-Votes |
Proposal 4. To approve the amendment of the Employee Stock Purchase Plan to increase the number of shares authorized for issuance.
|
183,269,082
| |
5,055,977
| | 236,201 | | 63,913,756 |
| | | | | | | |
Proposal 5. To ratify the appointment of Ernst & Young LLP as RFMD’s independent registered public accounting firm for the fiscal year ending March 30, 2013. | 247,666,524 | | 4,072,757 | | 735,735 | | N/A |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 RF Micro Devices, Inc. 2012 Stock Incentive Plan, incorporated herein by
reference to Exhibit 99 to the Registration Statement on Form S-8 (File No. 333-
183356) filed on August 16, 2012*
10.2 Definitive Proxy Statement, filed on Schedule 14A with the Securities and Exchange
Commission on July 2, 2012 and incorporated herein by reference.
* Executive compensation plan or agreement
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.
RF Micro Devices, Inc.
By: /s/ Barry D. Church
Barry D. Church
Vice President and Corporate Controller
Date: August 17, 2012
EXHIBIT INDEX
Exhibit No. Description of Exhibit
10.1 RF Micro Devices, Inc. 2012 Stock Incentive Plan, incorporated herein by
reference to Exhibit 99 to the Registration Statement on Form S-8 (File No. 333-
183356) filed on August 16, 2012*
10.2 Definitive Proxy Statement, filed on Schedule 14A with the Securities and
Exchange Commission on July 2, 2012 and incorporated herein by reference.
* Executive compensation plan or agreement
