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
August 3, 2011
(Date of earliest event reported)
RF Micro Devices, Inc.
(Exact name of registrant as specified in its charter)
North Carolina |
0-22511 |
56-1733461 |
(State or other jurisdiction |
(Commission File |
(IRS Employer |
of incorporation) |
Number) |
Identification No.) |
7628 Thorndike Road
Greensboro, North Carolina 27409-9421
(Address of principal executive offices)
(Zip Code)
(336) 664-1233
(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:
[ ] 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.
On August 3, 2011, at the annual meeting of shareholders (the Annual Meeting) of RF Micro Devices, Inc. (RFMD), RFMD shareholders (i) elected each of the director nominees, (ii) approved, on an advisory basis, the compensation of RFMDs named executive officers, (iii) voted, on an advisory basis, for a frequency of one year for future advisory votes on the compensation of RFMDs named executive officers, (iv) reapproved the RF Micro Devices, Inc. Cash Bonus Plan, pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended, and (v) ratified the appointment of Ernst & Young LLP as RFMDs independent registered public accounting firm for the fiscal year ending March 31, 2012.
The final voting results with respect to each of the five proposals are set forth below:
Proposal 1. To elect the eight directors named in RFMDs proxy statement to serve a one-year term and until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification.
|
Number of Shares |
||||
|
Voted |
|
|
|
Broker |
Walter H. Wilkinson, Jr. |
|
|
|
|
|
Robert A. Bruggeworth |
170,968,403 |
|
8,878,156 |
|
71,697,075 |
Daniel A. DiLeo |
171,755,542 |
|
8,091,017 |
|
71,697,075 |
Jeffery R. Gardner |
172,067,792 |
|
7,778,767 |
|
71,697,075 |
John R. Harding |
171,961,056 |
|
7,885,503 |
|
71,697,075 |
Masood A. Jabbar |
171,946,153 |
|
7,900,406 |
|
71,697,075 |
Casimir S. Skrzypczak |
172,035,332 |
|
7,811,227 |
|
71,697,075 |
Erik H. van der Kaay |
170,679,050 |
|
9,167,509 |
|
71,697,075 |
|
Number of Shares |
||||||
|
Voted |
|
Voted Against |
|
|
|
Broker Non-Votes |
Proposal 2. To approve, on an advisory basis, the compensation of RFMDs named executive officers. |
167,830,472 |
|
11,556,443 |
|
459,644 |
|
71,697,075 |
|
Number of Shares |
||||||||
|
Voted for |
|
Voted for |
|
Voted for |
|
|
|
Broker Non-Votes |
Proposal 3. To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of RFMDs named executive officers. |
150,437,971 |
|
1,491,533 |
|
27,473,256 |
|
443,799 |
|
71,697,075 |
RFMD has determined that it will include an advisory vote on the compensation of RFMDs named executive officers in its proxy materials for each annual meeting of shareholders until the next advisory vote on the frequency of future advisory votes on the compensation of RFMDs named executive officers, which will occur no later than RFMDs 2017 Annual Meeting of Shareholders.
|
Number of Shares |
||||||
|
Voted |
|
Voted Against |
|
|
|
Broker Non-Votes |
Proposal 4. To reapprove the RF Micro Devices, Inc. Cash Bonus Plan, pursuant to the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended. |
173,153,001 |
|
6,176,019 |
|
517,539 |
71,697,075 |
|
|
|
|
|
|
|
|
|
Proposal 5. To ratify the appointment of Ernst & Young LLP as RFMDs independent registered public accounting firm for the fiscal year ending March 31, 2012. |
247,801,785 |
|
3,390,852 |
|
350,997 |
|
N/A |
SIGNATURE
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.
RF Micro Devices, Inc.
By:
/s/ William A. Priddy, Jr.
William
A. Priddy, Jr.
Chief Financial Officer, Corporate Vice
President
of Administration and Secretary
Date: August
8, 2011