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EX-99.1 - EX-99.1 - INTERNATIONAL RECTIFIER CORP /DE/ | a13-23330_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 4, 2013
INTERNATIONAL RECTIFIER CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-7935 |
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95-1528961 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
101 N. Sepulveda Blvd., El Segundo, California 90245
(Address of Principal Executive Offices) (Zip Code)
(310) 726-8000
(Registrants 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 2013 annual meeting of stockholders (the Annual Meeting) on November 4, 2013.
(b) At the Annual Meeting, stockholders voted on the following three proposals (described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on September 25, 2013). 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 2014 annual meeting of stockholders received the number of votes set forth opposite their respective names:
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For |
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Withheld |
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Broker Non- Votes |
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Robert S. Attiyeh |
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59,274,073 |
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467,425 |
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4,449,750 |
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Mary B. Cranston |
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54,318,636 |
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5,422,862 |
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4,449,750 |
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Richard J. Dahl |
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59,603,858 |
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137,640 |
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4,449,750 |
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Dwight W. Decker |
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59,284,185 |
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457,313 |
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4,449,750 |
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Didier Hirsch |
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59,285,547 |
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455,951 |
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4,449,750 |
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Oleg Khaykin |
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59,609,267 |
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132,231 |
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4,449,750 |
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Thomas A. Lacey |
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58,980,658 |
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760,840 |
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4,449,750 |
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James D. Plummer |
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58,936,364 |
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805,134 |
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4,449,750 |
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Barbara L. Rambo |
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59,067,301 |
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674,197 |
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4,449,750 |
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Rochus E. Vogt |
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58,927,113 |
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814,385 |
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4,449,750 |
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All ten nominees listed above were elected to serve for a term ending at the Companys 2014 annual meeting of stockholders.
Proposal 2 Proposal to approve, by non-binding vote, the compensation of the Companys named executive officers. The advisory proposal to approve, by non-binding vote, the compensation of the Companys named executive officers received the following votes:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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57,333,673 |
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1,808,730 |
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599,095 |
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4,449,750 |
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The advisory proposal was approved.
Proposal 3 Proposal for ratification of appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the Companys 2014 fiscal year. The proposal to ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for fiscal year 2014 received the following votes:
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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63,284,833 |
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874,419 |
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31,996 |
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N/A |
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The appointment of Ernst & Young LLP was ratified.
Item 7.01. Regulation FD Disclosure.
On November 4, 2013, 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
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 |
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Description |
99.1 |
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Press release of International Rectifier Corporation, dated November 4, 2013, announcing results of the 2013 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 4, 2013 |
INTERNATIONAL RECTIFIER CORPORATION | ||
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By: |
/s/ Timothy E. Bixler | |
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Name: |
Timothy E. Bixler |
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Title: |
Vice President, General Counsel & Secretary |