UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2011
Pulse Electronics Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 001-05375
| PA (State or other jurisdiction of incorporation) |
23-1292472 (IRS Employer Identification No.) |
1210 Northbrook Drive, Suite 470, Trevose, PA 19053
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
(215) 942-8400
(Registrant’s telephone number, including area code)
(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:
| 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)) |
Explanatory Note.
On May 24, 2011, Pulse Electronics filed a Current Report on Form 8-K (the “Initial Report”)
to report preliminary results for each item voted on at the company’s annual shareholders meeting
held on May 18, 2011 (the “Annual Meeting”). This amendment is being filed to announce the final
voting results from the Annual Meeting.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed in the Initial Report, amendments to Pulse’s Articles of Incorporation
and By-Laws were approved at the Annual Meeting. The amended and restated Articles of
Incorporation and the amended and restated By-Laws were attached to the Initial Report as Exhibits
3.1 and 3.3 respectively.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The final results for each item voted on at the Annual Meeting are set forth below.
1) Approve amendments to our Articles of Incorporation and By-Laws to provide for plurality voting
in contested director elections.
The amendments to the company’s Articles and Incorporation and By-Laws were approved by the
following vote:
| For | Against | Abstain | Broker Non-Votes | |||
| 32,925,340 | 394,900 | 144,577 | 615,160 |
2) Elect six directors for a one year term.
The company’s nominees — Justin C. Choi, Steven G. Crane, Howard C. Deck, Ralph E. Faison, C.
Mark Melliar-Smith and Lawrence P. Reinhold — were elected as directors by the following vote:
| For (Votes) | ||||
C. Mark Melliar-Smith |
30,138,284 | |||
Howard C. Deck |
30,138,284 | |||
Ralph E. Faison |
30,138,284 | |||
Justin C. Choi |
30,138,285 | |||
Steven G. Crane |
30,138,284 | |||
Lawrence P. Reinhold |
30,138,284 | |||
Timothy E. Brog |
616,559 | |||
James Dennedy |
18,964,944 | |||
3) Provide an advisory vote on executive compensation.
Shareholders voted in favor of the company’s executive compensation as follows:
| For | Against | Abstain | Broker Non-Votes | |||
28,608,097
|
1,644,189 | 2,734,203 | 1,093,488 |
4) Provide an advisory vote on the frequency of holding an advisory vote on executive compensation.
Shareholders voted for a one-year frequency as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 27,123,324 | 483,239 | 3,292,727 | 2,087,194 | 1,093,493 |
Signature(s)
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.
| Pulse Electronics Corporation |
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| Date: June 2, 2011 | By: | /s/ Brian E. Morrissey | ||
| Brian E. Morrissey | ||||
| Vice President of Law and Corporate Secretary |
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