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): May 15, 2012
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-35256 | 94-2683643 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) | |
| 2580 North First Street, Suite 460 San Jose, CA |
95131 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
408/986-4300
(Registrant’s Telephone Number, Including Area Code)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported on a Current Report on Form 8-K on April 6, 2012, Louis Silver resigned from the Board of Directors of the Company (the “Board”), effective as of the adjournment of the 2012 Annual Meeting of Stockholders of DSP Group, Inc. (the “Company”) held on May 15, 2012.
In recognition of Mr. Silver’s 13 plus years of service on, and valuable contributions to, the Board, the Board on May 15, 2012 approved the acceleration of all of Mr. Silver’s outstanding options and extended the period for which Mr. Silver may exercise his options to 12 months from the date of his resignation. As of May 15, 2012, Mr. Silver held options to purchase an aggregate of 270,000 shares of the common stock of the Company.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
The disclosure set forth in Item 1.01 above is incorporated herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 15, 2012, the Company held its annual meeting of stockholders, at which the Company’s stockholders approved the following five proposals. The proposals are described in detail in the proxy statement for the annual meeting that the Company filed with the SEC on April 13, 2011.
Proposal 1: Election of Directors
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Tom Lacey as Class III director |
14,421,499 | 265,094 | 3,195,606 | |||||||||
| Patrick Tanguy as Class III director |
13,044,927 | 1,641,666 | 3,195,606 | |||||||||
| Kenneth H. Traub as Class III director |
14,291,706 | 394,887 | 3,195,606 | |||||||||
| Reuven Regev as Class I director |
13,406,872 | 1,279,721 | 3,195,606 | |||||||||
Continuing as directors after the meeting are Eliyahu Ayalon, Tom Lacey, Zvi Limon, Ofer Elyakim, Reuven Regev, Yair Seroussi, Yair Shamir, Patrick Tanguy and Kenneth H. Traub.
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Proposal 2: Approval of the 1993 Employee Stock Purchase Plan
Amendment and restatement of the 1993 Employee Stock Purchase Plan to increase the number of shares of common stock authorized thereunder by 500,000 shares was approved with 14,437,537 in favor, 243,730 against, 5,326 abstentions and 3,195,606 broker non-votes.
Proposal 3: Approval of the 2012 Equity Incentive Plan
Approval of the 2012 Equity Incentive Plan with 350,000 shares of common stock authorized hereunder was approved with 10,863,837 in favor, 3,817,530 against, 5,226 abstentions and 3,195,606 broker non-votes.
Proposal 4: Ratification of Appointment of Independent Auditors
Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, was ratified as the Company’s independent auditors for fiscal year 2012 with 16,997,893 in favor, 867,103 against, 17,203 abstentions and 0 broker non-votes.
Proposal 5: Compensation of the Named Executive Officers
Advisory vote to approve the Company’s named executive officer compensation was approved with 14,228,262 in favor, 414,689 against, 43,642 abstentions and 3,195,606 broker non-votes.
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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.
| DSP GROUP, INC. | ||||
| Date: May 18, 2012 | By: | /s/ Dror Levy | ||
| Dror Levy | ||||
| Chief Financial Officer and Secretary | ||||
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