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): May 5, 2011

 

HITTITE MICROWAVE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-51448

 

04-2854672

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

2 Elizabeth Drive, Chelmsford, Massachusetts 01824

(Address of principal executive offices) (Zip Code)

 

(978) 250-3343

(Registrant’s telephone number, including area code)

 

 

(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 (see General Instruction A.2. below).

 

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 5.07               Submission of Matters to a Vote of Security Holders.

 

Hittite Microwave Corporation (the “Company”) held its 2011 Annual Meeting of Stockholders on May 5, 2011, at which four proposals were submitted to, and approved by, our shareholders. The holders of 28,694,532 shares of common stock were present or represented by proxy at the meeting. The proposals are described in detail in our proxy statement for the 2011 Annual Meeting filed with the Securities and Exchange Commission on April 5, 2011. The final results for the votes for each proposal are set forth below.

 

(a)           At the annual meeting, each of Stephen G. Daly, Ernest L. Godshalk, Rick D. Hess, Adrienne M. Markham, Brian P. McAloon, Cosmo S. Trapani and Franklin Weigold was elected as a director of the Company, to serve a one-year term expiring at the 2012 Annual Meeting of Stockholders. The votes cast in the election of directors were as follows:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Stephen G. Daly

 

25,942,635

 

406,426

 

2,345,471

 

Ernest L. Godshalk

 

25,858,694

 

490,367

 

2,345,471

 

Rick D. Hess

 

26,258,066

 

90,995

 

2,345,471

 

Adrienne M. Markham

 

25,887,154

 

461,907

 

2,345,471

 

Brian P. McAloon

 

25,875,404

 

473,657

 

2,345,471

 

Cosmo S. Trapani

 

26,090,054

 

259,007

 

2,345,471

 

Franklin Weigold

 

25,875,452

 

473,609

 

2,345,471

 

 

(b)           At the annual meeting, our stockholders voted to approve the compensation of our named executive officers. The votes cast on this proposal were as follows:

 

Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

To approve, on an advisory basis, the compensation of the named executive officers

 

25,630,257

 

465,146

 

253,658

 

2,345,471

 

 

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(c)           At the annual meeting, our stockholders voted for every year as the frequency by which we should conduct shareholder advisory votes on executive compensation, which we refer to as a say on pay vote. The votes cast on this proposal were as follows:

 

Proposal

 

Every 1
Year

 

Every 2
Years

 

Every 3
Years

 

Abstain

 

Broker
Non-
Votes

 

To approve, on an advisory basis, the frequency of future advisory stockholder votes on executive compensation

 

20,800,374

 

864,015

 

4,626,562

 

58,110

 

2,345,471

 

 

In light of this vote, we intend to include future say on pay votes in our proxy materials on an annual basis.

 

(d)           At the annual meeting, our stockholders also approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2011. The votes cast on this proposal were as follows:

 

Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2011

 

28,104,095

 

589,223

 

1,214

 

 

 

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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 thereunto duly authorized.

 

 

HITTITE MICROWAVE CORPORATION

 

 

 

 

 

By:

/s/ Stephen G. Daly

 

 

Stephen G. Daly

 

 

Chief Executive Officer

 

 

 

 

Date: May 10, 2011

 

 

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