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): February 8, 2012
SUPER MICRO COMPUTER, INC.
(Exact name of registrant specified in its charter)
| Delaware | 001-33383 | 77-0353939 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone, including area code: (408) 503-8000
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:
| ¨ | 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. |
The annual meeting of stockholders of the Company was held on February 8, 2012 (the “Annual Meeting”). Set forth below are the proposals on which the Company’s stockholders voted at the Annual Meeting and the voting results for each proposal.
Proposal 1: A proposal to elect the following three directors to serve for three-year terms to expire at the 2014 annual meeting of stockholders or until their successors are duly elected and qualified:
| Name |
Votes For |
Votes Withheld |
Abstentions |
Broker Non-Votes | ||||||
| Yih-Shyan (Wally) Liaw |
32,693,139 | 2,749,140 | N/A | 3,460,905 | ||||||
| Edward J. Hayes, Jr. |
27,326,902 | 8,115,377 | N/A | 3,460,905 | ||||||
| Gregory K. Hinckley |
35,228,219 | 214,060 | N/A | 3,460,905 | ||||||
All director nominees were duly elected. Mr. Hayes votes were adjusted by 5,239,282 votes due to a processing error between Votes For and Votes Withheld.
Proposal 2: A proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent auditors for the fiscal year ending June 30, 2012:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 36,523,621 |
2,343,666 | 35,897 | N/A |
Proposal 2 was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUPER MICRO COMPUTER, INC. | ||||
| Date: February 13, 2012 | By: | /s/ Charles Liang | ||
| President and Chief Executive Officer | ||||