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): May 24, 2011
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-50460 | 16-1620029 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3025 Orchard Parkway San Jose, California |
95134 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (408) 321-6000
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):
| ¨ | 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. |
Tessera Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 24, 2011 in San Jose, California. The results of the matters voted on by the stockholders are set forth immediately below.
Proposal 1
To elect five (5) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified:
| Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Robert J. Boehlke |
41,762,191 | 1,081,531 | 4,781,569 | |||||||||
| John B. Goodrich |
41,618,468 | 1,225,254 | 4,781,569 | |||||||||
| David C. Nagel, Ph.D. |
37,955,465 | 4,888,257 | 4,781,569 | |||||||||
| Kevin G. Rivette |
37,117,945 | 5,725,777 | 4,781,569 | |||||||||
| Robert A. Young, Ph.D. |
41,400,110 | 1,443,612 | 4,781,569 | |||||||||
Proposal 2
To ratify the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its fiscal year ending December 31, 2011:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 46,975,249 |
644,155 | 5,887 | — |
Proposal 3
To hold an advisory vote on executive compensation:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 41,382,521 |
1,447,357 | 13,844 | 4,781,569 |
Proposal 4
To hold an advisory vote on the frequency of the advisory vote on executive compensation:
| One Year |
Two Years |
Three Years |
Votes Abstaining |
Broker Non-Votes | ||||
| 31,704,292 |
226,786 | 10,904,637 | 8,007 | 4,781,569 |
Proposal 5
To vote on a stockholder proposal to recommend the adoption of a majority voting standard in uncontested director elections:
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 33,545,074 |
9,282,694 | 15,954 | 4,781,569 |
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.
| Date: May 24, 2011 | TESSERA TECHNOLOGIES, INC.
| |||||
| By: | /s/ Michael Anthofer | |||||
| Name: | Michael Anthofer | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||