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):  June 7, 2011

 

MOSYS, INC.

(Exact name of registrant as specified in its charter)

 

000-32929

(Commission File Number)

 

Delaware

 

77-0291941

(State or other jurisdiction

 

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

of incorporation)

 

 

 

3301 Olcott Street

Santa Clara, California 95054

(Address of principal executive offices, with zip code)

 

(408) 418-7500

(Registrant’s telephone number, including area code)

 

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.

 

(a)           At the annual meeting of stockholders of MoSys, Inc. (the “Company”) held on June 7, 2011, the Company’s stockholders voted on four proposals which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 20, 2011.

 

(b)           Voting results were as follows:

 

·             Proposal 1 — Election of directors to serve until the next annual meeting of stockholders.

 

 

 

For

 

Withheld

 

Broker
Non-Vote

 

Carl E. Berg

 

16,833,952

 

5,138,124

 

13,089,702

 

Tommy Eng

 

17,249,697

 

4,722,379

 

13,089,702

 

James D. Kupec

 

16,541,974

 

5,430,102

 

13,089,702

 

Chi-Ping Hsu

 

17,249,697

 

4,722,379

 

13,089,702

 

Leonard Perham

 

17,250,720

 

4,721,356

 

13,089,702

 

 

All of the foregoing candidates were elected to serve as directors until the next annual meeting of stockholders.

 

·             Proposal 2 — Ratification of the Audit Committee’s appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

 

 

35,020,587

 

25,912

 

15,279

 

0

 

 

The foregoing proposal was approved.

 

·             Proposal 3 — Advisory vote to approve executive compensation.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Vote

 

 

 

21,665,645

 

155,050

 

151,381

 

13,089,702

 

 

The foregoing non-binding proposal was approved.

 

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·             Proposal 4 — Advisory vote on the frequency of future stockholder advisory votes on executive compensation.

 

3 Years

 

2 Years

 

1 Year

 

Abstain

 

Broker
Non-Vote

 

16,644,347

 

317,404

 

4,870,675

 

139,650

 

13,089,702

 

 

After taking into consideration the foregoing voting results and the board of directors’ prior recommendation in favor of an advisory stockholder vote on the compensation of the Company’s named executive officers every three years, the board of directors intends to hold future advisory votes on the compensation of the Company’s named executive officers every three years.

 

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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 hereunto duly authorized.

 

 

 

MOSYS, INC.

 

 

 

 

 

Date: June 9, 2011

By:

/s/ James W. Sullivan

 

 

James W. Sullivan

 

 

Vice President of Finance and Chief Financial Officer

 

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