UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
May 10, 2012
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-19084 | 94-2925073 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1380 Bordeaux Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 239-8000
(Registrant’s telephone number, including area code)
Not Applicable
(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 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) May 10, 2012, Frank J. Marshall, resigned from the Board of Directors (the “Board”) of PMC-Sierra, Inc. (the “Company”). Mr. Marshall served on the Board for sixteen years and is retiring for personal reasons. The Board is very grateful for Mr. Marshall’s service to the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The matters voted upon at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) held on May 10, 2012 and the results of such voting are set forth below:
Proposal 1: Election of nine directors to serve until the 2013 Annual Meeting of Stockholders of the Company:
| Name of Director | For | Withhold | Broker Non-Votes | |||||
| Richard E. Belluzzo |
191,470,085 | 5,564,018 | 24,215,358 | |||||
| James V. Diller, Sr. |
195,748,010 | 1,286,483 | 24,215,358 | |||||
| Michael R. Farese |
192,421,476 | 4,612,217 | 24,215,358 | |||||
| Jonathan J. Judge |
195,859,159 | 1,175,061 | 24,215,358 | |||||
| Michael A. Klayko |
195,845,841 | 1,187,512 | 24,215,358 | |||||
| William H. Kurtz |
195,491,624 | 1,542,559 | 24,215,358 | |||||
| Gregory S. Lang |
196,044,868 | 978,466 | 24,215,358 | |||||
| Frank J. Marshall |
191,691,531 | 5,343,812 | 24,215,358 | |||||
| Richard N. Nottenburg |
195,511,367 | 1,522,496 | 24,215,358 | |||||
All director nominees were duly elected.
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors:
| For | Against | Abstain | ||||||||||
| 218,485,053 |
2,752,602 | 67,199 | ||||||||||
Proposal 2 was approved.
Proposal 3: Approval, in a non-binding vote, of the Company’s executive compensation as described in the proxy statement:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||
| 195,265,418 |
1,783,959 | 40,119 | 24,215,358 | ||||||||||||
Proposal 3 was approved.
Proposal 4: To approve a proposal to amend the Company’s 2008 Equity Plan to: (i) increase the number of shares of common stock reserved for issuance thereunder by 9,500,000 shares, (ii) satisfy the shareholder approval requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (“the Code”) with respect to “performance-based” compensation under Section 162(m) of the Code, and (iii) make other technical or otherwise non-material revisions thereto:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||
| 154,613,257 |
42,450,269 | 25,970 | 24,215,358 | ||||||||||||
Proposal 4 was approved.
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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.
| PMC-Sierra, Inc. | ||
| By: | /s/ Alinka Flaminia | |
| Alinka Flaminia Vice President, General Counsel, Corporate Secretary | ||
Date: May 11, 2012
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