Attached files
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EX-99.1 - EX-99.1 - NATIONAL SEMICONDUCTOR CORP | a11-15376_1ex99d1.htm |
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): June 21, 2011
NATIONAL SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE |
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1-6453 |
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95-2095071 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
2900 SEMICONDUCTOR DRIVE, P.O. BOX 58090 SANTA CLARA, CALIFORNIA |
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95052-8090 |
(Address of principal executive offices) |
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(Zip Code) |
(408) 721-5000
(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 (see General Instruction A. 2. below):
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
On June 21, 2011, National Semiconductor Corporation (National) held a special meeting of stockholders at which Nationals stockholders voted on the following proposals, each of which is described in detail in Nationals definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2011:
Proposal 1: Adoption of Merger Agreement.
The stockholders approved the adoption of the Agreement and Plan of Merger, dated as of April 4, 2011 (the Merger Agreement), by and among National, Texas Instruments Incorporated (TI) and Orion Merger Corp., a subsidiary of TI (Merger Sub), pursuant to which Merger Sub will be merged with and into National, with National to be the surviving corporation in the merger:
For |
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Against |
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Abstain |
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Broker Non-votes |
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|
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|
|
|
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188,912,944 |
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612,666 |
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449,859 |
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0 |
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Proposal 2: Adjournment of the Special Meeting.
The stockholders approved the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the meeting to approve the proposal to adopt the Merger Agreement:
For |
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Against |
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Abstain |
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Broker Non-votes |
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|
|
|
|
|
|
|
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177,121,742 |
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12,347,128 |
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506,599 |
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0 |
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Item 8.01 OTHER EVENTS
On June 21, 2011, National issued a press release announcing that Nationals stockholders approved the adoption of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference in its entirety.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. |
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Description |
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99.1 |
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Press release dated June 21, 2011. |
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.
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NATIONAL SEMICONDUCTOR CORPORATION |
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Dated: June 21, 2011 |
/s/ Todd M. DuChene |
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Todd M. DuChene |
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Senior Vice President, General Counsel |
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and Secretary |