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EX-99.1 - EXHIBIT 99.1 - RF MONOLITHICS INC /DE/a50139002ex99-1.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) January 18, 2012

RF MONOLITHICS, INC.
(Exact name of Registrant as Specified in Charter)

Delaware

0-24414

75-1638027

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


4441 Sigma Road

Dallas, Texas 75244

(Address of Principal Executive Offices) (Zip Code)


Registrant's telephone number, including Area Code - (972) 233-2903


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.

a) The annual meeting of stockholders of RF Monolithics, Inc. (the “Company”) was held on January 18, 2012.
(b) At such annual meeting of stockholders, the following actions were taken:
1. The stockholders elected the following individuals as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified. The action was taken as evidenced by the following votes.
 

Election of Directors

Votes

Farlin A. Halsey
For 4,240,162
Withheld 379,152
Non-votes 5,344,677
William L. Eversole
For 4,139,239
Withheld 480,075
Non-votes 5,344,677
Rick L. Herrman
For 4,089,239
Withheld 530,075
Non-votes 5,344,677
Jonathan W. Ladd
For 4,239,392
Withheld 379,922
Non-votes 5,344,677

These four individuals constitute the entire board of directors serving at this time.

2. The stockholders ratified the selection of McGladrey & Pullen LLP as the Company’s independent auditors for the fiscal year ending August 31, 2012. The action was approved by the following votes.

Ratification of McGladrey & Pullen LLP

 

Votes

For 9,863,487
Against 80,245
Abstain 20,259

Total shares represented at the meeting were 9,963,991, representing 90.76% of the total shares outstanding as of the record date, December 6, 2011.


Item 7.01. Regulation FD Disclosure

On January 18, 2012, the Board of Directors (the "Board") of RF Monolithics, Inc. ("RFM" or the "Company") on recommendation of the Compensation Committee, pursuant to the Company’s Board Compensation Policy for Directors, approved the grant of 20,000 RSUs to each non-employee director (collectively, the "Non-Employee Directors") serving on the Board, who are William L. Eversole, Rick L. Herrman and Jonathan W. Ladd.  Each of these RSUs will vest on the first trading day of January, 2013.  The foregoing grants were made pursuant to the 2006 Equity Incentive Plan.  When and to the extent that each of the RSUs vests, subject to the terms and conditions of the award and the 2006 Plan, the recipient will be entitled to receive one share of the Company's common stock.

The Company issued a news release, dated January 19, 2012, announcing the results of stockholder voting.  This release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Exhibits.  

(c) Exhibits.

Exhibit

Description

99.1 Registrant’s News Release, dated January 19, 2012, announcing results of the Annual Stockholders meeting.


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 thereunto duly authorized.


RF MONOLITHICS, INC.

 

 

 

By:

/s/ Harley E Barnes III

Harley E Barnes III

Chief Financial Officer

 

 

Date:

January 19, 2012


EXHIBIT INDEX

Exhibit

Description

 
99.1

Registrant’s News Release, dated January 19, 2012, announcing results of the Annual Stockholders meeting.