UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
May 18, 2011
Date of Report (date of earliest event reported)
INTEVAC, INC.
(Exact name of Registrant as specified in its charter)
State of Delaware (State or other jurisdiction of incorporation or organization) |
0-26946 (Commission File Number) |
94-3125814 (IRS Employer Identification Number) |
3560 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices)
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 986-9888
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former name or former address if changed since last report)
(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:
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At Intevac, Inc.s (Intevac) Meeting of Stockholders (Annual Meeting) held on May 18, 2011,
Intevacs stockholders, upon the recommendation of Intevacs board of directors, approved an
amendment to the Intevac 2003 Employee Stock Purchase Plan (as amended, the ESPP) to increase the
number of shares of common stock reserved for issuance thereunder by 300,000 shares and approved an
amendment to the Intevac 2004 Equity Incentive Plan (as amended, the Plan) to increase the number
of shares of common stock reserved for issuance thereunder by 500,000 shares and approve the
material terms of the Plan.
A brief summary of the ESPP is included as part of Proposal Two and a brief summary of the Plan is
included as part of Proposal Three in Intevacs definitive proxy statement filed with the
Securities and Exchange Commission on April 5, 2011 (the Proxy Statement). The summaries of the
ESPP and the Plan contained in the Proxy Statement are qualified by and subject to the full texts
of the ESPP and the Plan, which are incorporated by reference to this filing.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The matters voted upon at Intevacs Annual Meeting held on May 18, 2011 and the results of
such voting are set forth below:
Abstentions | ||||||||||||||||
Affirmative | Negative | Votes | and Broker | |||||||||||||
Proposal 1:Election of Directors | Votes | Votes | Withheld | Non-Votes | ||||||||||||
Norman H. Pond |
18,999,895 | N/A | 146,007 | 2,398,027 | ||||||||||||
Kevin Fairbairn |
19,088,700 | N/A | 57,202 | 2,398,027 | ||||||||||||
David S. Dury |
19,093,396 | N/A | 52,506 | 2,398,027 | ||||||||||||
Stanley J. Hill |
18,897,608 | N/A | 248,294 | 2,398,027 | ||||||||||||
Thomas M. Rohrs |
19,036,779 | N/A | 109,123 | 2,398,027 | ||||||||||||
John F. Schaefer |
19,094,396 | N/A | 51,506 | 2,398,027 | ||||||||||||
Ping Yang |
19,093,574 | N/A | 52,328 | 2,398,027 |
All director nominees were duly elected.
Abstentions | ||||||||||||||||
Affirmative | Negative | Votes | and Broker | |||||||||||||
Votes | Votes | Withheld | Non-Votes | |||||||||||||
Proposal 2: Proposal to approve an amendment to the
Intevac 2003 Employee Stock Purchase Plan
to increase the number of shares reserved for
issuance thereunder by 300,000 shares |
18,351,432 | 104,763 | | 3,087,734 |
Proposal 2 was approved.
Abstentions | ||||||||||||||||
Affirmative | Negative | Votes | and Broker | |||||||||||||
Votes | Votes | Withheld | Non-Votes | |||||||||||||
Proposal 3: Proposal to approve an amendment to the
Intevac 2004 Equity Incentive Plan to increase
the number of shares reserved for issuance
thereunder by 500,000 shares |
17,384,101 | 1,071,216 | | 3,088,612 |
Proposal 3 was approved.
Affirmative | Negative | Votes | and Broker | |||||||||||||
Votes | Votes | Withheld | Non-Votes | |||||||||||||
Proposal 4: Ratification of Grant Thornton LLP as
independent public accountants for the fiscal year
ending December 31, 2011 |
21,442,373 | 70,965 | | 30,591 |
Proposal 4 was approved.
Abstentions | ||||||||||||||||
Affirmative | Negative | Votes | and Broker | |||||||||||||
Votes | Votes | Withheld | Non-Votes | |||||||||||||
Proposal 5:An Advisory Vote on Executive
Compensation |
18,117,143 | 299,876 | | 3,126,910 |
The compensation of the named executive officers as disclosed in the Proxy Statement was approved
on an advisory basis.
Abstentions | ||||||||||||||||||||
One | Two | Three | Votes | and Broker | ||||||||||||||||
Year | Years | Years | Withheld | Non-Votes | ||||||||||||||||
Proposal 6: An Advisory Vote on the
Frequency of Holding an Advisory
Vote on Executive Compensation |
7,979,517 | 935,102 | 9,501,221 | | 3,128,089 |
The option of holding the advisory vote on executive compensation every three years was approved on
an advisory basis by a majority of the votes cast on the proposal.
Consistent with the stated preference of a majority of the Companys stockholders and the
recommendation of management, the Board of Directors determined that it will include an advisory
stockholder vote on executive compensation in its proxy materials every three years until the next
required advisory vote on the frequency of stockholder votes on executive compensation.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
Exhibit | Description | |||
10.1 | 2003 Employee Stock Purchase Plan, as amended (*) |
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10.2 | 2004 Equity Incentive Plan, as amended (*) |
* Previously filed as an exhibit to the Companys Form 10-Q filed May 3, 2011
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.
INTEVAC, INC. |
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Date: May 19, 2011 | /s/ JEFFREY ANDRESON | |||
Jeffrey Andreson | ||||
Executive Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary |
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