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EX-99.1 - EX-99.1 - INTERNATIONAL RECTIFIER CORP /DE/a12-26251_1ex99d1.htm

 

 

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):   November 6, 2012

 

INTERNATIONAL RECTIFIER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-7935

 

95-1528961

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

101 N. Sepulveda Blvd., El Segundo, California 90245

(Address of Principal Executive Offices) (Zip Code)

 

(310) 726-8000

(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:

 

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))

 

 

 



 

Item 5.07                  Submission of Matters to a Vote of Security Holders.

 

(a)          The Company held its 2012 annual meeting of stockholders (the “Annual Meeting”) on November 6, 2012.

 

(b)         At the Annual Meeting, stockholders voted on the following three proposals (described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 27, 2012). The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

Proposal 1                        Proposal for Election of Directors. The following nominees for election to hold office for a term ending at the 2013 annual meeting of stockholders received the number of votes set forth opposite their respective names:

 

 

 

For

 

Withheld

 

Broker Non-
Votes

 

Robert S. Attiyeh

 

58,669,616

 

692,255

 

4,552,603

 

Mary B. Cranston

 

56,943,540

 

2,418,331

 

4,552,603

 

Richard J. Dahl

 

59,116,968

 

244,903

 

4,552,603

 

Dwight W. Decker

 

58,695,714

 

666,157

 

4,552,603

 

Didier Hirsch

 

58,718,151

 

643,720

 

4,552,603

 

Oleg Khaykin

 

59,117,807

 

244,064

 

4,552,603

 

Thomas A. Lacey

 

58,697,814

 

664,057

 

4,552,603

 

James D. Plummer

 

57,162,795

 

2,199,076

 

4,552,603

 

Barbara L. Rambo

 

58,577,758

 

784,113

 

4,552,603

 

Rochus E. Vogt

 

57,151,313

 

2,210,558

 

4,552,603

 

 

All ten nominees listed above were elected to serve for a term ending at the Company’s 2013 annual meeting of stockholders.

 

Proposal 2                        Proposal to approve, by non-binding vote, the compensation of the Company’s named executive officers. The advisory proposal to approve, by non-binding vote, the compensation of the Company’s named executive officers received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

57,133,648

 

2,162,120

 

66,103

 

4,552,603

 

 

The advisory proposal was approved.

 

Proposal 3                        Proposal for ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2013 fiscal year. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2013 received the following votes:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

60,554,552

 

3,292,234

 

67,688

 

N/A

 

 

The appointment of Ernst & Young LLP was ratified.

 

Item 7.01.   Regulation FD Disclosure.

 

On November 6, 2012, the Company issued a press release announcing the results of the Annual Meeting.  A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. The furnishing of the information in this Item 7.01 of this report is not intended

 

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to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.

 

Item 9.01.   Financial Statement and Exhibits

 

(d)  Exhibits

 

Exhibit Number

 

Description

99.1

 

Press release of International Rectifier Corporation, dated November 6, 2012, announcing results of the 2012 annual meeting of stockholders.

 

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.

 

Date: November  6, 2012

 

INTERNATIONAL RECTIFIER CORPORATION

 

 

 

 

 

By:

/s/ Timothy E. Bixler

 

 

 

Name:

Timothy E. Bixler

 

 

 

Title:

Vice President, General Counsel & Secretary

 

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EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

 

Press release of International Rectifier Corporation, dated November 6, 2012, announcing results of the 2012 annual meeting of stockholders.

 

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