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EX-10.1 - NOVELLUS SYSTEMS, INC. 2011 STOCK INCENTIVE PLAN - NOVELLUS SYSTEMS INCdex101.htm

 

 

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 10, 2011

 

 

NOVELLUS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

California

(State or Other Jurisdiction of Incorporation)

 

0-17157   77-0024666
(Commission File Number)   (I.R.S. Employer Identification No.)

4000 North First Street, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 943-9700

(Registrant’s Telephone Number, Including Area Code)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2011 Annual Meeting of Shareholders (the “Annual Meeting”) of Novellus Systems, Inc. (the “Company”), held on May 10, 2011, the Company’s shareholders approved the Novellus Systems, Inc. 2011 Stock Incentive Plan (the “2011 Stock Incentive Plan”), which, among other things, provides for the issuance of up to an aggregate of 9,796,984 shares of the Company’s common stock to employees, directors and consultants of the Company.

The foregoing description of the 2011 Stock Incentive Plan is only a summary and is qualified in its entirety by the full text of the 2011 Stock Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the following proposals were voted on by the Company’s shareholders, as set forth below:

Proposal 1. Election of Directors.

 

Name of Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

Richard S. Hill

     63,606,369         9,065,339         7,618,714   

Neil R. Bonke

     71,672,997         998,711         7,618,714   

Youssef A. El-Mansy

     70,712,077         1,959,631         7,618,714   

Glen G. Possley

     71,799,832         871,876         7,618,714   

Ann D. Rhoads

     72,073,167         598,541         7,618,714   

Krishna Saraswat

     72,367,349         304,359         7,618,714   

William R. Spivey

     67,679,983         4,991,725         7,618,714   

Delbert A. Whitaker

     71,713,083         958,625         7,618,714   

Each of the director nominees were elected to serve as a director until the 2012 annual meeting of shareholders and until their respective successors are elected and qualified.

Proposal 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

Votes For

  

Votes Against

  

Abstain

69,630,833

   10,506,557    153,032

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 was ratified.

Proposal 3. Approval of the Novellus Systems, Inc. 2011 Stock Incentive Plan.

 

Votes For

   Votes Against      Abstain      Broker Non-Votes  

51,936,391

     18,356,088         2,379,229         7,618,714   

The 2011 Stock Incentive Plan was approved.


Proposal 4. An Advisory Vote on Executive Compensation.

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

54,235,544   16,349,979   2,086,185   7,618,714

The Company’s executive compensation was approved on an advisory basis.

Proposal 5. An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation.

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

50,623,586   277,319   21,616,231   154,572   7,618,714

The option of holding the advisory vote on executive compensation every year was approved on an advisory basis by a majority of the votes cast on the proposal.

Consistent with the stated preference of a majority of the Company’s shareholders, the Board of Directors determined that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our annual meeting of shareholders in 2017.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

  

Description

10.1    Novellus Systems, Inc. 2011 Stock Incentive Plan.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NOVELLUS SYSTEMS, INC.
By:   /s/ Andrew Gottlieb
 

Andrew Gottlieb

Vice President and General Counsel

Date: May 13, 2011


EXHIBIT INDEX

 

Exhibit

  

Description

10.1    Novellus Systems, Inc. 2011 Stock Incentive Plan.