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): October 26, 2012

 

 

Symmetricom, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-02287   95-1906306

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2300 Orchard Parkway, San Jose, California     95131-1017
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code (408) 433-0910

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Symmetricom, Inc. (“Symmetricom”) held on October 26, 2012, the stockholders of Symmetricom approved the amendment and restatement of Symmetricom’s 2006 Incentive Award Plan, as previously amended, to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,000,000 shares. A description of the Amended and Restated Symmetricom, Inc. 2006 Incentive Award Plan (the “Amended and Restated Plan”) is set forth in the Proxy Statement for the Annual Meeting under the heading “Proposal No. Four — Approval of the Amended and Restated 2006 Incentive Award Plan” on pages 14-21, and the full text of the Amended and Restated Plan can be found attached as Appendix A to the Proxy Statement, each of which is incorporated by reference herein.

 

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

Set forth below are the matters that were voted on by the stockholders at the Annual Meeting and the final voting results. All of the director nominees named in the Proxy Statement for the Annual Meeting were elected, and the other proposals set forth in the Proxy Statement for the Annual Meeting were approved by the stockholders.

 

1. Election of directors:

 

Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

Robert T. Clarkson

  31,696,674   789,123   5,260,362

David G. Côté

  31,691,271   794,526   5,260,362

Alfred Boschulte

  32,041,938   443,859   5,260,362

James A. Chiddix

  31,708,569   777,228   5,260,362

Elizabeth A. Fetter

  31,667,742   818,055   5,260,362

Robert M. Neumeister Jr.

  31,973,798   511,999   5,260,362

Dr. Richard W. Oliver

  31,575,848   909,949   5,260,362

Richard N. Snyder

  31,223,388   1,262,409   5,260,362

Robert J. Stanzione

  31,583,957   901,840   5,260,362

 

2. Ratification of the appointment of Deloitte & Touche LLP as Symmetricom’s independent registered public accounting firm for the current fiscal year:

 

Votes For

 

Votes Against

 

Abstentions

36,714,839

  935,790   95,530

 

3. Advisory vote on executive compensation:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

30,534,656

  970,724   980,417   5,260,362

 

4. Amendment and restatement of Symmetricom’s 2006 Incentive Award Plan:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

28,059,182

  4,403,622   22,993   5,260,362


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 hereunto duly authorized.

 

  SYMMETRICOM, INC.
Dated: October 29, 2012   By:  

/s/ JUSTIN R. SPENCER

  Name:   Justin R. Spencer
  Title:  

Executive Vice President Finance and

Administration, Chief Financial Officer

and Secretary