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 31, 2011

 

COHERENT, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33962

 

94-1622541

(State or other jurisdiction of
incorporation)

 

(Commission File No.)

 

(IRS Employer Identification
Number)

 

5100 Patrick Henry Drive

Santa Clara, CA 95054

(Address of principal executive offices)

 

(408) 764-4000

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

On March 31, 2011, the stockholders of Coherent, Inc. (the “Company”) approved the Company’s 2011 Equity Incentive Plan (the “Plan”).  A description of the terms of the Plan are incorporated by reference herein to “Proposal Three — Approval of Our 2011 Equity Incentive Plan” contained in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 25, 2011.  There have not been any grants under the Plan made to any of our named executive officers.

 

ITEM 5.07.

 

Submission of Matters to a Vote of Securityholders

 

On March 31, 2011, the Company held its 2011 Annual Meeting of Stockholders and the following are the final voting results for the meeting:

 

Proposal

 

Votes For

 

Votes
Against

 

Votes
Withheld

 

Abstentions

 

Broker
Non-Votes

 

One: To elect six directors to serve for the ensuing year and until their successors are duly elected

 

 

 

 

 

 

 

 

 

 

 

John R. Ambroseo

 

21,437,352

 

 

42,527

 

 

2,149,493

 

Susan James

 

21,411,564

 

 

68,315

 

 

2,149,493

 

L. William Krause

 

21,134,021

 

 

345,858

 

 

2,149,493

 

Garry Rogerson

 

21,167,197

 

 

312,682

 

 

2,149,493

 

Lawrence Tomlinson

 

21,161,165

 

 

318,714

 

 

2,149,493

 

Sandeep Vij

 

21,170,856

 

 

309,023

 

 

2,149,493

 

Two: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 1, 2011

 

23,298,806

 

318,001

 

 

12,565

 

 

Three: To approve the Company’s 2011 Equity Incentive Plan

 

16,925,523

 

3,345,431

 

 

1,208,925

 

2,149,493

 

Four: To receive an advisory vote on executive officer compensation

 

19,684,002

 

591,602

 

 

1,204,275

 

2,149,493

 

 

 

 

One Year

 

Two Years

 

Three Years

 

 

 

 

 

Five: To receive an advisory vote on the frequency of advisory votes on executive officer compensation

 

15,395,521

 

860,845

 

3,627,735

 

1,595,778

 

 

 

Each of the above-named directors was elected at the annual meeting and stockholders approved:  (i) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 1, 2011; (ii) the Company’s 2011 Equity Incentive Plan; and (iii) the compensation of the Company’s named executive officers for the fiscal year ended October 2, 2010.  In addition, the stockholders advised that they would like the Company to hold an advisory vote on named executive officer compensation for the preceding fiscal year at each annual meeting of stockholders.  Based on this, the Company will include an advisory vote on named executive officer compensation in its proxy statement for each annual meeting of stockholders until the next advisory vote taken on the frequency of advisory votes on named executive officer compensation.

 

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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.

 

 

 

COHERENT, INC.

Date: April 5, 2011

 

 

By:

/s/ Bret M. DiMarco

 

Bret M. DiMarco

 

Executive Vice President and

 

General Counsel

 

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