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
September 13, 2012
Date of report (Date of earliest event reported)
Integrated Device Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-12695
94-2669985  
(State of
Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

6024 Silver Creek Valley Road, San Jose, California  95138
(Address of principal executive offices) (Zip Code)

(408) 284-8200 
(Registrant's telephone number, including area code)
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.
(a)    On September 13, 2012, Integrated Device Technology, Inc. (“IDT” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”).

(b)    At the Annual Meeting, stockholders voted on the following four proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2012 (the “Proxy Statement”).
 
Proposal 1.
The election of the eight nominees listed below to serve as members of the Company's Board of Directors until the 2013 annual meeting of stockholders or until their successors are duly elected and qualified.
 
 
  
For
  
Withheld
  
Broker Non-Votes
John Schofield
  
123,085,756

  
1,201,206

  
13,178,407

Jeff McCreary
  
123,380,090

  
906,872

  
13,178,407

Umesh Padval
 
122,801,085

 
1,486,377

 
13,178,407

Gordon Parnell
 
123,339,264

 
947,698

 
13,178,407

Donald Schrock
 
123,335,120

 
952,342

 
13,178,407

Ron Smith, Ph.D.
 
123,398,377

 
889,085

 
13,178,407

Theodore L. Tewksbury III, Ph.D.
 
123,360,149

 
926,813

 
13,178,407

Peter Feld
 
123,378,173

 
909,289

 
13,178,407


Proposal 2.
The approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Commission (“Say-on-Pay”).

For
 
Against
 
Abstain
Broker Non-Votes
122,636,527

 
1,580,533

 
70,402

13,178,407


Proposal 3.
The approval of an amendment and restatement to the Company's 2009 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder from 9,000,000 to 14,000,000.

For
 
Against
 
Abstain
Broker Non-Votes
121,178,570

 
3,059,751

 
49,141

13,178,407


Proposal 4.
The ratification of the selection, by the Audit Committee of the Company's Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending March 31, 2013.
 
For
 
Against
 
Abstain
136,690,910

 
665,562

 
109,397
















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.
 
 
 
 
 
 
Date: September 18, 2012
 
INTEGRATED DEVICE TECHNOLOGY, INC.
 
 
 
 
 
By:
/s/ RICHARD D. CROWLEY, JR
 
 
 
 
Richard D. Crowley, Jr.
 
 
 
 
Senior Vice President, Chief Financial Officer
 
 
 
 
(duly authorized officer)