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): April 28, 2011
MEMC Electronic Materials, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction of
Incorporation)
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1-13828
(Commission File Number)
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56-1505767
(I.R.S. Employer
Identification Number)
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501 Pearl Drive (City of O'Fallon)
St. Peters, Missouri
(636) 474-5000
(Address of principal executive offices)
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63376
(Zip Code)
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(636) 474-5000
(Registrant's telephone number, including area code)
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Not Applicable
(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 provision (see General Instruction A.2 below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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MEMC Electronic Materials, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders on April 28, 2011. Set forth below is a brief description of each matter voted upon at the Company’s 2011 Annual Meeting of Stockholders, and the voting results with respect to each matter.
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1.
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A proposal to elect three Class I directors to serve for a term expiring in 2014:
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Class I Director
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For
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Against
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Abstentions
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Broker Non-Votes
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Peter Blackmore
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157,273,133
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3,545,416
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92,082
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30,394,730
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Ahmad Chatila
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157,524,705
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3,291,691
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94,235
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30,394,730
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Marshall Turner
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157,735,925
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3,061,906
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112,800
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30,394,730
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2.
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A proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011:
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For
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Against
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Abstentions
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189,379,433
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1,776,435
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149,493
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3. A non-binding advisory vote on the compensation of the Company’s named executive officers:
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For
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Against
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Abstentions
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Broker Non-Votes
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130,441,675
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30,073,094
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395,862
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30,394,730
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4.
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A non-binding advisory vote on the frequency of future advisory votes regarding the compensation of the Company’s named executive officers:
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1 Year
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2 Years
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3 Years
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Abstain
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131,933,396
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3,286,281
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25,509,165
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181,789
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5.
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A stockholder proposal to have the Company take steps necessary to reorganize the Board of Directors into one class subject to election annually:
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For
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Against
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Abstentions
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Broker Non-Votes
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153,529,024
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7,249,903
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131,704
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30,394,730
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Pursuant to the foregoing votes, (i) Messrs. Blackmore, Chatila and Turner were elected to serve as Class I directors for a three-year term ending in 2014, (ii) KPMG LLP was ratified as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011, (iii) the compensation of the Company’s named executive officers was approved on a non-binding basis, (iv) the stockholders’ non-binding advisory vote was one year with respect to the frequency of future advisory votes on executive compensation, and (v) the stockholder proposal to have the Company take steps necessary to reorganize the Board of Directors into one class subject to election annually was approved.
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SIGNATURES
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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.
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MEMC ELECTRONIC MATERIALS, INC.
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Date: April 29, 2011
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By: /s/ Bradley D. Kohn | |
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Name: Bradley D. Kohn
Title: Senior Vice President, General Counsel and Corporate Secretary
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