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) December 7, 2011
MIPS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation or Organization)
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000-24487
(Commission File Number)
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77-0322161
(IRS Employer Identification No.)
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955 East Arques Avenue
Sunnyvale, CA 94085
(Address of Principal Executive Offices, including zip code)
(408) 530-5000
(Registrant's telephone number including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] 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 December 7, 2011, MIPS Technologies, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders at the Company’s corporate offices in Sunnyvale, California. At the Annual Meeting, the Company’s stockholders voted on the following six proposals:
1. The election of three (3) Class I directors to serve for three-year terms until the 2014 Annual Meeting of Stockholders, one (1) Class II director to serve a one-year term until the 2012 Annual Meeting of Stockholders, and one (1) Class III director to serve a two-year term until the 2013 Annual Meeting of Stockholders. The results of the voting were as follows:
a. Robert R. Herb (Class I director)
| Number of shares voted FOR | 25,066,558 | |
| Number of shares WITHHELD | 569,569 | |
| Number of Broker Non-Votes | 18,534,796 |
b. Robin L. Washington (Class I director)
| Number of shares voted FOR | 25,320,783 | |
| Number of shares WITHHELD | 315,344 | |
| Number of Broker Non-Votes | 18,534,796 |
c. Frederick Weber (Class I director)
| Number of shares voted FOR | 25,077,632 | |
| Number of shares WITHHELD | 558,495 | |
| Number of Broker Non-Votes | 18,534,796 |
d. Jeffrey S. McCreary (Class II director)
| Number of shares voted FOR | 25,227,585 | |
| Number of shares WITHHELD | 408,542 | |
| Number of Broker Non-Votes | 18,534,796 |
e. Kenneth H. Traub (Class III director)
| Number of shares voted FOR | 25,114,386 | |
| Number of shares WITHHELD | 521,741 | |
| Number of Broker Non-Votes | 18,534,796 |
The other directors whose terms of office as directors have continued after the Annual Meeting are: Kenneth L. Coleman, Fred M. Gibbons, William M. Kelly, and Sandeep Vij.
Mr. McCreary and Mr. Traub were nominated for election in connection with the terms of a Settlement Agreement (“Settlement Agreement”) between the Company and Starboard Value and Opportunity Master Fund Ltd, an exempted company organized under the laws of the Cayman Islands (collectively with certain of its affiliates and other related parties, “Starboard”). Additional information regarding the Settlement Agreement and Starboard may be found in the Company’s Proxy Statement and in the Company’s Current Report on Form 8-K filed on October 24, 2011.
2. Ratification of the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2012. The results of the voting were as follows:
| Number of shares voted FOR | 42,121,159 | |
| Number of shares voted AGAINST | 1,942,999 | |
| Number of shares ABSTAINING | 106,765 |
3. The approval of the Company’s Amended and Restated 1998 Long-Term Incentive Plan. The results of the voting were as follows:
| Number of shares voted FOR | 20,101,497 | |
| Number of shares voted AGAINST | 5,491,257 | |
| Number of shares ABSTAINING | 43,373 | |
| Number of Broker Non-Votes | 18,534,796 |
4. The approval of an increase in the number of shares available for issuance under the Company’s Employee Stock Purchase Plan. The results of the voting were as follows:
| Number of shares voted FOR | 25,085,813 | |
| Number of shares voted AGAINST | 529,091 | |
| Number of shares ABSTAINING | 21,223 | |
| Number of Broker Non-Votes | 18,534,796 |
5. The approval, on an advisory basis, of the compensation of the Company’s named executive officers. The results of the voting were as follows:
| Number of shares voted FOR | 24,832,089 | |
| Number of shares voted AGAINST | 655,521 | |
| Number of shares ABSTAINING | 148,517 | |
| Number of Broker Non-Votes | 18,534,796 |
6. The recommendation, on an advisory basis, of the preferred frequency of the stockholder advisory votes on the compensation of the Company’s named executive officers. The results of the voting were as follows:
| Number of shares voted ONE Year | 22,848,284 | |
| Number of shares voted TWO Years | 333,472 | |
| Number of shares voted THREE Years | 2,300,271 | |
| Number of shares ABSTAINING | 154,100 | |
| Number of Broker Non-Votes | 18,534,796 |
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.
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MIPS TECHNOLOGIES, INC.
(Registrant)
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Date: December 8, 2011
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By:
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/s/ GAIL SHULMAN | |
| Name: Gail Shulman | |||
| Title: Vice President, General Counsel & Secretary | |||