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EX-10.67 - 2012 EMPLOYEE STOCK PURCHASE PLAN - APPLIED MICRO CIRCUITS CORPd399726dex1067.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): August 14, 2012

 

 

Applied Micro Circuits Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

DELAWARE   000-23193   94-2586591

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

215 Moffett Park Drive, Sunnyvale, California 94089

(Address of Principal Executive Offices)

(408) 542-8600

(Registrants telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 25, 2012, the Board of Directors of Applied Micro Circuits Corporation (the “Company”) approved the Company’s 2012 Employee Stock Purchase Plan (the “2012 Purchase Plan”) and directed that the matter be submitted to the Company’s stockholders for their approval and adoption. On August 14, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the proposal to approve and adopt the 2012 Purchase Plan. A copy of the 2012 Purchase Plan is filed as Exhibit 10.67 to this Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As noted, on August 14, 2012, the Company held its Annual Meeting. Proxies for the Annual Meeting were solicited by the Company’s Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. Of the 62.1 million outstanding shares of the Company’s common stock that could be voted at the Annual Meeting, 56.1 million shares, or approximately 90%, were represented at the Annual Meeting in person or by proxy, which constituted a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:

 

Proposal 1:

   Election of the following persons to the Company’s Board of Directors to hold office until the next annual meeting of stockholders:

 

     For      Against      Abstain      Broker
Non-Votes
 

Cesar Cesaratto

     41,185,127         6,946,040         14,088         7,939,446   

H.K. Desai

     41,096,814         7,035,368         13,073         7,939,446   

Paramesh Gopi, Ph.D.

     47,868,360         262,985         13,910         7,939,446   

Paul R. Gray, Ph.D.

     41,253,109         6,878,404         13,742         7,939,446   

Fred Shlapak

     41,324,247         6,807,186         13,822         7,939,446   

Robert Sproull, Ph.D.

     47,887,302         244,273         13,680         7,939,446   

Arthur B. Stabenow

     47,796,249         334,620         14,386         7,939,446   

 

Proposal 2:

   Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2013:

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

55,810,923

   223,064    50,714   


Proposal 3:

   Adoption and approval of the Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan:

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

47,661,940

   467,449    15,866    7,939,446

 

Proposal 4:

   Advisory vote on executive compensation, as described in the Proxy Statement distributed in connection with the Annual Meeting:

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

20,235,229

   27,889,978    20,048    7,939,446

The Company’s Board of Directors and Compensation Committee will consider the results of this advisory vote in making future decisions on named executive officer compensation. Additional information regarding the Company’s executive compensation analysis for fiscal year 2012, including the Company’s focus on performance-based realizable value, can be found on the Company website at www.apm.com/investors/webcasts&presentations/08/02/12.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

10.67    Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan


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.

 

    APPLIED MICRO CIRCUITS CORPORATION
Date: August 20, 2012     By:   /s/ L. William Caraccio
      L. William Caraccio
      Vice President, General Counsel and Secretary

 


INDEX TO EXHIBITS

 

10.67    Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan