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 14, 2014

 

HITTITE MICROWAVE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-51448

 

04-2854672

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

2 Elizabeth Drive, Chelmsford, Massachusetts 01824

(Address of principal executive offices) (Zip Code)

 

(978) 250-3343

(Registrant’s telephone number, including area code)

 

 

(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).

 

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.

 

Hittite Microwave Corporation (the “Company”) held its 2014 Annual Meeting of Stockholders on May 14, 2014, at which three proposals were submitted to, and approved by, our shareholders. The holders of 30,279,116 shares of common stock were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission on April 14, 2014. The final results for the votes for each proposal are set forth below.

 

(a)           At the annual meeting, each of Gregory R. Beecher, Ernest L. Godshalk, Rick D. Hess, Adrienne M. Markham, Brian P. McAloon, Steve Sanghi and Franklin Weigold was elected as a director of the Company, to serve a one-year term expiring at the 2015 Annual Meeting of Stockholders. The votes cast in the election of directors were as follows:

 

Nominee

 

Votes For

 

Votes
Withheld

 

Broker
Non-Votes

 

Gregory R. Beecher

 

27,860,902

 

2,067,862

 

350,352

 

Ernest L. Godshalk

 

29,844,520

 

84,244

 

350,352

 

Rick D. Hess

 

29,857,463

 

71,301

 

350,352

 

Adrienne M. Markham

 

29,671,920

 

256,844

 

350,352

 

Brian P. McAloon

 

29,671,960

 

256,804

 

350,352

 

Steve Sanghi

 

27,860,902

 

2,067,862

 

350,352

 

Franklin Weigold

 

29,591,237

 

337,527

 

350,352

 

 

(b)           At the annual meeting, our stockholders voted to approve the compensation of our named executive officers. The votes cast on this proposal were as follows:

 

Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

To approve, on an advisory basis, the compensation of the named executive officers

 

29,103,329

 

508,648

 

316,787

 

350,352

 

 

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(c)           At the annual meeting, our stockholders also approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014. The votes cast on this proposal were as follows:

 

Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker
Non-Votes

 

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2014

 

29,907,068

 

223,317

 

148,731

 

 

 

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 thereunto duly authorized.

 

 

HITTITE MICROWAVE CORPORATION

 

 

 

 

 

By:

/s/ William W. Boecke

 

 

William W. Boecke

 

 

Chief Financial Officer

 

 

Date: June 2, 2014

 

 

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