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)              November 16, 2011          

 

 

ZYGO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

      

0-12944

      

06-0864500

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

Laurel Brook Road, Middlefield, CT

      

06455-0448

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:      (860) 347-8506      


Not Applicable

(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 (see General Instruction A.2 below):

 

[ ] 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

On November 16, 2011 at the 2011 Annual Meeting of Stockholders of Zygo Corporation (the “Company”), each of the proposals set forth below was submitted to a vote of the stockholders of the Company. The final results of the votes regarding each proposal are also set forth below. The proposals are described in detail in the Company’s Definitive Proxy Statement, dated October 3, 2011 (the “Proxy Statement”).

 

Proposal No. 1 – Election of Board of Directors

 

The following individuals were elected as a result of the following vote:

 

 

   For   Withheld
Stephen D. Fantone  13,694,743   131,689 
Samuel H. Fuller  13,647,911   178,521 
Chris L. Koliopoulos  13,711,033   115,399 
Seymour E. Liebman  9,354,884   4,471,548 
Robert B. Taylor  13,707,361   119,071 
Carol P. Wallace  12,826,385   1,000,047 
Gary K. Willis  9,207,066   4,619,366 

 

There were 2,650,577 broker non-votes with respect to the election of directors.

 

 

Proposal No. 2 – Ratification of the non-binding advisory resolution approving the Company’s executive compensation as disclosed in the Proxy Statement were as follows:

 

For Against Abstain Broker Non-Votes
11,751,972 288,275 1,786,185 2,650,577

 

Proposal No. 3 – Ratification of the non-binding advisory resolution with respect to the frequency of future advisory votes on the Company’s executive compensation

 

1 Year 2 Years 3 Years 3 Years
10,582,989 11,617 781,947 2,449,879

 

The Board of Directors of the Company, taking into account the foregoing advisory vote of the stockholders of the Company, has determined that the Company will hold an advisory vote on executive compensation annually until the next required vote on the frequency of such stockholder votes.

 

 

Proposal No. 4 – Ratification of the adoption of the 2012 Equity Incentive Plan were as follows:

 

For Against Abstain Broker Non-Votes
8,504,494 4,467,251 854,687 2,650,577

 

Proposal No. 5 – Ratification the amendment to the Employee Stock Purchase Plan were as follows:

 



For Against Abstain Broker Non-Votes
12,969,365 120,235 736,832 2,650,577

 

Proposal No. 6 – Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2012 were as follows:

 

For Against Abstain  
16,389,558 61,615 25,836  

 

There were no other matters submitted to a vote of our stockholders.

 


 

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.

 

 

 

 

 

 

ZYGO CORPORATION

 

 

Date:  November 17, 2011 By: /s/ John P. Jordan  
   

Name: John P. Jordan

Title: Vice President, Chief
Financial Officer and Treasurer