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 26, 2011

(May 25, 2011)

 

PLX TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

000-25699

 

94-3008334

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

870 W. Maude Avenue, Sunnyvale, California 94085

(Address of Principal Executive Offices) (Zip Code)

 

(408) 774-9060

(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 (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

 

On May 25, 2011, PLX Technology, Inc.(the “Company”) held its annual meeting of stockholders at which shareholders:

 

(a)   elected to the Board of Directors of PLX seven directors for a one year term and until their successors are elected;

 

(b)   approved an amendment to the Company’s 2008 Equity Incentive Plan to add 2,300,000 shares to the number of shares reserved for issuance under the plan;

 

(c)   ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011;

 

(d)   approved, in a non-binding advisory vote, the resolution on executive compensation; and

 

(e)   approved, in a non-binding advisory vote, having future executive compensation votes be held on an annual basis.

 

The above proposals are described in detail in the Company’s Proxy Statement dated April 25, 2011. Voting results are as follows:

 

(a)   Election of Directors:

 

Nominee

 

Votes For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Michael J. Salameh

 

21,696,962

 

2,281,823

 

10,597,625

 

D. James Guzy

 

21,457,800

 

2,520,985

 

10,597,625

 

John H. Hart

 

21,560,023

 

2,418,762

 

10,597,625

 

Robert H. Smith

 

21,571,226

 

2,407,559

 

10,597,625

 

Thomas Riordan

 

21,725,190

 

2,253,595

 

10,597,625

 

Patrick Verderico

 

21,685,490

 

2,293,295

 

10,597,625

 

Ralph H. Schmitt

 

21,704,492

 

2,274,293

 

10,597,625

 

 

(b)   Approval of an amendment to the Company’s 2008 Equity Incentive to add 2,300,000 shares to the number of shares reserved for issuance under the plan.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

19,033,706

 

3,233,277

 

1,711,802

 

10,597,625

 

 

(c)   Ratification of appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

32,244,972

 

2,311,229

 

20,209

 

0

 

 

(d)   Approval, in a non-binding advisory vote, of the resolution on executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

19,789,782

 

2,402,327

 

1,786,676

 

10,597,625

 

 

(e)   Approval, on a non-binding advisory vote, of having future executive compensation votes be held on an annual basis.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

14,815,512

 

3,207,652

 

1,995,398

 

3,960,223

 

10,597,625

 

 

In light of the stockholder vote on the proposal covered by this item (e), the Company has determined that it will include a non-binding stockholder advisory vote on executive compensation (a “say-on-pay vote”) every year in its future annual meeting proxy statements until it next holds a non-binding stockholder advisory vote on the frequency with which the Company should hold future say-on-pay votes.

 

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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.

 

 

PLX TECHNOLOGY, INC.

 

(the Registrant)

 

 

 

By:

/s/ ARTHUR O. WHIPPLE

 

 

Arthur O. Whipple

 

 

Chief Financial Officer

 

 

 

 

 

Dated: May 26, 2011

 

 

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