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 8, 2011
Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-30205
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36-4324765
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification)
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870 Commons Drive, Aurora, Illinois
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60504
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(Address of principal executive offices)
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(Zip Code)
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(630) 375-6631
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(Registrant’s telephone number, including area code)
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Not applicable
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(Former name or former address, if changed since last report)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the annual meeting of stockholders of Cabot Microelectronics Corporation (the “Company”) on March 8, 2011, the following proposals were approved:
Proposal 1 – Election of three directors, each for a term of three years:
All three of the Board’s nominees for director were elected to serve for a term of three years, by the votes set forth in the table below:
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Number of Votes For Election
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Number of Votes Withheld
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Broker Non-Votes
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Robert J. Birgeneau
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20,850,034
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357,809
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819,971
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Steven V. Wilkinson
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20,896,246
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311,597
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819,971
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Bailing Xia
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20,850,782
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357,061
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819,971
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Proposal 2 – Advisory (non-binding) vote on the compensation of named executive officers:
The stockholders approved, on an advisory (non-binding) basis, the compensation of named executive officers, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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20,761,464
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334,905
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111,474
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819,971
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Proposal 3 – Advisory (non-binding) vote on the frequency of the advisory (non-binding) vote on the compensation of named executive officers:
The stockholders approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
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One-Year Frequency Vote
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Two-Year Frequency Vote
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Three-Year Frequency Vote
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Abstain
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Broker Non-Votes
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12,420,773
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122,969
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8,640,246
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23,855
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819,971
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Based on these results, the Board of Directors has determined the Company will hold a non-binding advisory vote on the compensation of named executive officers every year.
Proposal 4 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2011:
The selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2011 was ratified by the stockholders, by the votes set forth in the table below:
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For
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Against
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Abstain
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21,897,913
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127,380
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2,521
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2
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 hereunto duly authorized.
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CABOT MICROELECTRONICS CORPORATION
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Date: March 10, 2011
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By:
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/s/ WILLIAM S. JOHNSON
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William S. Johnson
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Vice President and Chief Financial Officer
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[Principal Financial Officer]
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