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): March 3, 2011
ZORAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0-27246 | 94-2794449 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1390 Kifer Road
Sunnyvale, California 94086-5305
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (408) 523-6500
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:
¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 8, 2011, Zoran Corporation (the Company) issued a press release confirming that on March 3, 2011, Ramius Value and Opportunity Master Fund Ltd (Ramius) had delivered the requisite consents to elect three new independent directors to the Companys Board of Directors in substitution for three of the Companys current independent Board members. Chairman Uzia Galil and board members James D. Meindl and Philip M. Young, the three longest-serving Board members, have been replaced Jon S. Castor, Dale Fuller and Jeffrey C. Smith.
None of Messrs Caster, Fuller or Smith has yet been appointed to any Board committees. In accordance with the Companys corporate governance guidelines, each newly appointed director received 30,000 options with a strike price of $11.03 per share, the closing price of the Companys common stock on March 3, 2011, that will vest in four years in equal installments from the date of issuance. We are not aware of any arrangement or understanding between the new directors and any other persons, pursuant to which such directors were selected as a director. There have been no transactions since the beginning of the Companys registrants last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 3, 2011, Ramius delivered the requisite number of consents to amend the Companys Bylaws as set forth below:
Any provision of the Companys Bylaws in effect on March 3, 2011, including any amendments thereto, which were not included in the Companys Bylaws that became effective on April 22, 2009, was repealed. No amendment to the Companys Bylaws were made after April 22, 2009, and, therefore, no provision was repealed.
Article IV, Section 19 of the Companys Bylaws were amended to add the following to the end thereof: Stockholders shall have the exclusive ability to fill any vacancies resulting from the removal of any Director(s) by the stockholders.
Item 5.07. | Submission of Matters to a Vote of Security Holders |
On March 3, 2011, Ramius delivered to the Company the requisite number of written consents to effect the its proposals identified below. Under Delaware law, stockholders may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the corporate action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such corporate action at a meeting at which all shares entitled to vote thereon were present and voted, i.e., a majority of the outstanding voting power.
In addition to the amendments to the Companys Bylaws described in Item 5.03 above, Ramius also delivered to the Company the requisite number of written consents to remove Uzia Galil, James D. Meindl and Philip M. Young from the Companys Board of Directors and to elect Jon S. Castor, Dale Fuller and Jeffrey C. Smith to the Companys Board of Directors. Brokers did not have discretionary voting authority on any of the proposals and, as a result, there could be no broker non-votes.
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Consent | Does Not Consent |
Abstain | ||||||||||
Proposal 1: Repeal any provision of the Bylaws in effect at the time the proposal becomes effective, including any amendments thereto, which were not included in the Bylaws that became effective on April 22, 2009, and were filed with the SEC on April 23, 2009. | 29,238,997 | 2,696,858 | 266,365 | |||||||||
Proposal 2: Remove without cause the six independent members of the Board: |
||||||||||||
Raymond A. Burgess |
14,107,714 | 11,345,725 | 5,404,782 | |||||||||
Uzia Galil |
28,942,966 | 11,345,725 | 552,961 | |||||||||
James D. Meindl |
26,746,614 | 4,021,624 | 1,433,982 | |||||||||
James B. Owens, Jr. |
14,106,632 | 11,346,884 | 5,404,736 | |||||||||
Arthur B. Stabenow |
14,103,666 | 11,346,906 | 5,407,680 | |||||||||
Philip M. Young |
26,774,677 | 3,989,149 | 1,438,394 | |||||||||
Proposal 3: Amend Article IV, Section 19 of the Bylaws, as set forth on Schedule III to the Ramius Consent Solicitation, to provide that any vacancies on the Board resulting from the removal of directors by the Companys stockholders shall be filled exclusively by the stockholders of the Company. | 29,238,227 | 2,694,676 | 264,431 | |||||||||
Proposal 4: Elect the nominees of the Ramius Group to serve as directors of Zoran: |
||||||||||||
Jon S. Castor |
29,238,227 | 2,696,664 | 267,329 | |||||||||
Dale Fuller |
27,071,367 | 3,982,383 | 1,148,470 | |||||||||
Thomas Lacey |
13,840,625 | 11,340,642 | 5,676,985 | |||||||||
Jeffrey McCreary |
13,840,332 | 11,340,529 | 5,677,391 | |||||||||
Jeffrey C. Smith |
27,066,121 | 3,985,115 | 1,150,984 | |||||||||
Edward Terino |
13,838,794 | 11,342,473 | 5,676,985 |
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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.
ZORAN CORPORATION | ||||
By: | /s/ Karl Schneider | |||
Name: | Karl Schneider | |||
Title: | Senior Vice President of Finance and Chief Financial Officer |
Date: March 9, 2011
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