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) | April 2, 2012 |
| PHOTRONICS, INC. |
| (Exact name of registrant as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification Number) |
| 15 Secor Road, Brookfield, CT | 06804 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant's Telephone Number, including area code | (203) 775-9000 |
| (Former name or former address, if changed since last report) |
| 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)) |
5.07 Submission of Matters to a Vote of Security Holders
On March 28, 2012, the Company held its annual meeting of stockholders (the “Annual Meeting”) at NASDAQ OMX. At the Annual Meeting, the Company’s stockholders approved four (4) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.
Proposal 1.
The Company’s stockholders elected six (6) individuals to the Board of Directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Walter Fiederowicz | 49,037,572 | 1,959,915 | |
| Joseph Fiorita | 49,045,287 | 1,952,200 | |
| Liang-Choo Hsia | 49,753,434 | 1,244,053 | |
| Constantine Macricostas | 42,524,129 | 8,473,358 | |
| George Macricostas | 42,169,840 | 8,827,647 | |
| Mitchell Tyson | 43,174,429 | 7,823,058 |
Proposal 2.
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2012 as set forth below:
| Votes For | Votes Against | Abstentions |
| 49,313,515 | 3,799,119 | 45,529 |
Proposal 3.
The Company's stockholders approved an amendment to the Company’s Employee Stock Purchase Plan to increase the number of authorized shares of common stock available for issuance from 1,200,000 to 1,500,000
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 49,313,515 | 887,543 | 796,429 | 5,006,613 |
Proposal 4.
The Company's stockholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 45,243,234 | 4,888,041 | 862,212 | 5,006,613 |
As previously disclosed, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers (the “say-on-pay vote”) each year until the next time that the Company propose an advisory vote on the frequency of the say-on-pay vote.
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.
|
PHOTRONICS, INC. |
| (Registrant) |
| DATE: | April 2, 2012 | BY | /s/ Richelle E. Burr | |
| Richelle E. Burr | ||||
| Vice President, General Counsel |
| PHOTRONICS, INC. |