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 16, 2011
CRAY INC.
(Exact name of registrant as specified in its charter)
| Washington | 0-26820 | 93-0962605 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 901 Fifth Avenue, Suite 1000 Seattle, WA |
98164 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (206) 701-2000
Registrant’s facsimile number, including area code: (206) 701-2500
None
(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 5.07. | Submission of Matters to a Vote of Security Holders. |
Cray Inc. (the “Company”) held its Annual Meeting of Shareholders on June 16, 2011 to (i) elect eight directors to the Board of Directors, each to serve a one-year term (“Election of Directors”), (ii) vote, in an advisory or non-binding vote, on the compensation of the Company’s named executive officers as described in the Company’s proxy statement relating to its 2011 annual meeting of shareholders (“Advisory Compensation Vote”), (iii) vote, in an advisory or non-binding vote, on the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers (“Advisory Frequency Vote”), (iv) approve the Company’s Amended and Restated 2001 Employee Stock Purchase Plan (“Amended and Restated 2001 ESPP”) and (v) ratify the appointment of Peterson Sullivan LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2011 (“Auditor Ratification”). As of April 11, 2011, the record date for the Annual Meeting, there were 36,177,169 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 33,550,069 shares of common stock were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Annual Meeting are set forth below.
| Proposal: Election of Directors |
||||||||||
| Names |
For | Withheld | Broker Non-Votes | |||||||
| William C. Blake |
23,282,367 | 294,494 | 9,973,208 | |||||||
| John B. Jones, Jr. |
23,131,196 | 445,665 | 9,973,208 | |||||||
| Stephen C. Kiely |
23,079,775 | 497,086 | 9,973,208 | |||||||
| Frank L. Lederman |
23,100,240 | 476,621 | 9,973,208 | |||||||
| Sally G. Narodick |
23,311,817 | 265,044 | 9,973,208 | |||||||
| Daniel C. Regis |
23,301,543 | 275,318 | 9,973,208 | |||||||
| Stephen C. Richards |
23,142,983 | 433,878 | 9,973,208 | |||||||
| Peter J. Ungaro |
23,246,360 | 330,501 | 9,973,208 | |||||||
| Proposals: |
For | Against | Abstain | Broker Non-Votes | ||||
| Advisory Compensation Vote |
23,013,749 | 511,826 | 51,286 | 9,973,208 | ||||
| Amended and Restated 2001 ESPP |
22,713,961 | 832,308 | 30,592 | 9,973,208 | ||||
| Auditor Ratification |
32,847,532 | 300,723 | 401,814 | 0 |
| Proposal: |
One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |||||||||
| Advisory Frequency Vote |
20,958,746 | 217,211 | 2,320,757 | 80,147 | 9,973,208 | |||||||||
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
June 20, 2011
| Cray Inc. | ||
| By: | /s/ MICHAEL C. PIRAINO | |
| Michael C. Piraino Vice President and General Counsel | ||