Form 8-K

 

 

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): March 21, 2013

 

 

M/A-COM Technology Solutions Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35451   27-0306875

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

100 Chelmsford Street

Lowell, Massachusetts

  01851
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (978) 656-2500

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:

 

¨ 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 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of M/A-COM Technology Solutions Holdings, Inc. (the “Company”) was held on March 21, 2013 in Chelmsford, Massachusetts. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

(a) The nominees for election as Class I directors to serve until the 2016 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, were elected based upon the following votes:

 

Name of Nominee

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Peter Chung

     41,465,335         610,232         2,077,367   

Gil Van Lunsen

     42,008,565         67,002         2,077,367   

(b) The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:

 

Votes For

     Votes Against      Votes
Abstaining
     Broker
Non-Votes
 
  42,036,883         38,213         471         2,077,367   

(c) With respect to the proposal regarding the advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, the stockholders voted in favor of holding future advisory votes every three years based on the following votes:

 

One Year

     Two Years      Three Years      Votes
Abstaining
     Broker
Non-Votes
 
  5,740,954         28,906         36,305,236         471         2,077,367   

(d) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2013 was approved based on the following votes:

 

Votes For

     Votes Against      Votes
Abstaining
 
  44,145,168         1,811         5,955   

In response to the vote by the stockholders, the Company’s Board of Directors intends to hold future advisory votes to approve the compensation of the Company’s named executive officers every three years until the next required stockholder advisory vote on the frequency of this item or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.


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.

 

    M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC.

Dated: March 26, 2013

    By:  

/s/ Conrad Gagnon

      Conrad Gagnon
      Chief Financial Officer