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): May 15, 2012
Broadcom Corporation
(Exact name of registrant as specified in its charter)
| California | 000-23993 | 33-0480482 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5300 California Avenue, Irvine, California | 92617 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 926-5000
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:
| ¨ | 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.
(a) Broadcom Corporation (the “Company”) held its 2012 Annual Meeting of Shareholders (“2012 Annual Meeting”) on May 15, 2012. Holders of the Company’s common stock voted on all matters considered at the 2012 Annual Meeting as a single class.
(b) Proposal 1: At the 2012 Annual Meeting the shareholders elected each of the following nominees as directors, to serve on the Company’s Board of Directors until the next annual meeting of shareholders and/or until their successors are duly elected and qualified. The vote for each director was as follows:
| Total Affirmative Votes | Total Withheld Votes | Total Broker Non-Votes | ||||||||||
| Robert J. Finocchio, Jr. |
623,475,623 | 5,150,032 | 66,182,869 | |||||||||
| Nancy H. Handel |
625,519,248 | 3,106,407 | 66,182,869 | |||||||||
| Eddy W. Hartenstein |
492,443,699 | 136,181,956 | 66,182,869 | |||||||||
| Maria M. Klawe, Ph.D. |
594,551,590 | 34,074,065 | 66,182,869 | |||||||||
| John E. Major |
468,614,371 | 160,011,284 | 66,182,869 | |||||||||
| Scott A. McGregor |
621,997,559 | 6,628,096 | 66,182,869 | |||||||||
| William T. Morrow |
493,573,908 | 135,051,747 | 66,182,869 | |||||||||
| Henry Samueli, Ph.D. |
622,762,499 | 5,863,156 | 66,182,869 | |||||||||
| Robert E. Switz |
594,542,749 | 34,082,906 | 66,182,869 | |||||||||
Proposal 2: At the 2012 Annual Meeting the shareholders approved the amendment and restatement of the Broadcom Corporation 1998 Employee Stock Purchase Plan, as previously amended and restated, as described in the proxy statement, and cast their votes as follows:
| Total Votes | ||||
| For |
614,101,892 | |||
| Against |
13,922,840 | |||
| Abstain |
262,288,897 | |||
| Broker Non-Votes |
66,182,875 | |||
Proposal 3: At the 2012 Annual Meeting the shareholders approved the Broadcom Corporation 2012 Stock Incentive Plan, as described in the proxy statement, and cast their votes as follows:
| Total Votes | ||||
| For |
589,851,890 | |||
| Against |
300,087,651 | |||
| Abstain |
372,967 | |||
| Broker Non-Votes |
66,183,996 | |||
Proposal 4: At the 2012 Annual Meeting the shareholders also voted to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012 and cast their votes as follows:
| Total Votes | ||||
| For |
690,463,499 | |||
| Against |
2,771,828 | |||
| Abstain |
263,261,177 | |||
| Broker Non-Votes |
N/A | |||
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.
| Broadcom Corporation | ||||||
| May 21, 2012 | By: | /s/ Eric K. Brandt | ||||
| Name: | Eric K. Brandt | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||