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): June 7, 2013
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-50460 | 16-1620029 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3025 Orchard Parkway
San Jose, California 95134
(Address of Principal Executive Offices, including Zip Code)
(408) 321-6000
(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 (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.
Tessera Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2013 in San Jose, California. The results of the matters voted on by the stockholders are set forth immediately below.
Proposal 1
To elect ten (10) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified:
| Director Nominee |
Votes For | Withheld | ||||||
| Tudor Brown |
41,809,346 | 78,925 | ||||||
| John Chenault |
43,781,876 | 460,467 | ||||||
| George Cwynar |
41,809,346 | 78,925 | ||||||
| Peter A. Feld |
38,100,883 | 3,787,388 | ||||||
| Richard S. Hill |
42,286,544 | 1,955,799 | ||||||
| Thomas Lacey |
40,706,165 | 1,182,106 | ||||||
| George Riedel |
41,809,346 | 78,925 | ||||||
| Christopher A. Seams |
43,991,876 | 250,467 | ||||||
| Donald E. Stout |
38,100,982 | 3,787,289 | ||||||
| Timothy J. Stultz |
43,778,602 | 463,741 | ||||||
Proposal 2
To hold an advisory vote on executive compensation:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 31,407,856 |
12,800,446 | 34,041 |
Proposal 3
To ratify the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its fiscal year ending December 31, 2013:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 44,225,035 |
179,394 | 273,824 |
Proposal 4
To approve the amendment and restatement of the Employee Stock Purchase Plan:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 41,641,166 |
2,293,777 | 307,400 |
Proposal 5
To approve the International Employee Stock Purchase Plan:
| Votes For |
Votes Against |
Votes Abstaining | ||
| 41,134,304 |
2,292,811 | 815,228 |
See the Company’s Supplement to its Proxy Statement dated May 29, 2013 filed on Schedule 14A for information about the Settlement Agreement entered into between the Company and Starboard Value and Opportunity Master Fund Ltd and its affiliates and director nominees, which terminated the proxy solicitation subject to Rule 14a-12(c) under the Securities Exchange Act of 1934, as amended.
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: June 11, 2013 | TESSERA TECHNOLOGIES, INC. | |||
| By: | /s/ C. Richard Neely, Jr. | |||
| Name: | C. Richard Neely, Jr. | |||
| Title: | Executive Vice President and Chief Financial Officer | |||