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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 20, 2011
FSI International, Inc.
(Exact name of registrant as specified in its charter)
Minnesota | 0-17276 | 41-1223238 | ||
(State or other jurisdiction of incorporation ) | (Commission File Number) | (IRS Employer Identification No.) | ||
3455 Lyman Boulevard Chaska, Minnesota |
55318 | |||
(Address of principal executive offices) | (Zip Code) |
Telephone Number: (952) 448-5440
(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 |
FSI International, Inc. (the Company) held its Annual Meeting of Shareholders on January 19,
2011. Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act. The
Annual Meeting was held for the following purposes: (1) to elect two Class III directors, each, to
serve for the ensuing three years until the expiration of his term in 2014, or until his successor
is duly elected and qualified; (2) to approve an amendment to the Companys 2008 Omnibus Stock Plan
(the 2008 Plan) to increase the aggregate number of shares of the Companys common stock reserved
for issuance under the plan by 500,000; (3) to approve an amendment to the Companys Employees
Stock Purchase Plan (the ESPP) to increase the aggregate number of shares of common stock
reserved for issuance under the plan by 1,000,000; (4) to ratify the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the fiscal year ending August 27, 2011;
and (5) to transact such other business as may properly come before the meeting.
There were 38,543,672 shares of common stock entitled to vote at the meeting with a majority
represented at the meeting. The Shareholders voted to elect each director nominee, amend the 2008
Plan, amend the ESPP and ratify the Companys independent registered public accounting firm. Set
forth below are the results for each matter voted upon:
Voting results were as follows:
Number of Shares | ||||||||||||
Voted For | Withheld | Broker Non-Votes | ||||||||||
1. To elect two Class III
directors to serve for the
ensuing three years. |
||||||||||||
Terrence W. Glarner |
12,874,089 | 1,632,564 | 13,562,804 | |||||||||
David V. Smith |
13,796,930 | 709,723 | 13,562,804 |
Number of Shares | ||||||||||||||||
Voted For | Voted Against | Abstained | Broker Non-Votes | |||||||||||||
2. To approve an
amendment to the
2008 Plan to
increase the
aggregate number of
shares of common
stock reserved for
issuance under the
plan by 500,000. |
12,277,921 | 2,171,011 | 57,721 | 13,562,804 |
Number of Shares | ||||||||||||||||
Voted For | Voted Against | Abstained | Broker Non-Votes | |||||||||||||
3. To approve an
amendment to the
ESPP to increase
the aggregate
number of shares of
common stock
reserved for
issuance under the
plan by 1,000,000. |
13,560,387 | 900,718 | 45,548 | 13,562,804 |
Number of Shares | ||||||||||||
Voted For | Voted Against | Abstained | ||||||||||
4. To ratify the appointment
of KPMG LLP as the Companys
independent registered public
accounting firm for the
fiscal year ending August 27,
2011. |
27,445,662 | 541,144 | 82,651 |
Item 8.01. Other Events |
Also during the Shareholders Meeting, the Company recognized Willem D. Maris contributions to the
Company. Mr. Maris, a member of the Companys Board of Directors, had passed away unexpectedly on
December 13, 2010. The Company has established a search committee consisting of the Board of
Directors to identify a qualified replacement. The search will be conducted in accordance with the
director nomination process and selection criteria of the Corporate Governance and Nomination
Committee, as discussed in the proxy statement for the 2011 annual meeting of shareholders.
SIGNATURE
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.
FSI INTERNATIONAL, INC. |
||||
By | /s/ Patricia M. Hollister | |||
Patricia M. Hollister | ||||
Date: January 20, 2011 | Chief Financial Officer | |||