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) January 30, 2013
HUTCHINSON TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 001-34838 | 41-0901840 | ||
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 40 West Highland Park Drive N.E., | ||
| Hutchinson, Minnesota | 55350 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(320) 587-3797
(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 (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 5.07 | Submission of Matters to a Vote of Security Holders. |
Our Annual Meeting of Shareholders was held on January 30, 2013. Of the 24,045,618 shares of our common stock entitled to vote at the meeting, 20,456,471 shares were present at the meeting in person or by proxy. Our shareholders voted on the following items.
| 1. | The following individuals designated by our Board of Directors as nominees for director were elected for a one-year term or until a successor has been elected and qualified, with voting as follows: |
| Nominee |
For | Withheld | Broker Non-Vote | |||||||||
| Martha Goldberg Aronson |
5,464,567 | 1,739,386 | 13,252,518 | |||||||||
| Wayne M. Fortun |
5,350,081 | 1,853,872 | 13,252,518 | |||||||||
| Russell Huffer |
6,658,632 | 545,321 | 13,252,518 | |||||||||
| Richard J. Penn |
6,733,708 | 470,245 | 13,252,518 | |||||||||
| Frank P. Russomanno |
5,424,643 | 1,779,310 | 13,252,518 | |||||||||
| Philip E. Soran |
6,733,213 | 470,740 | 13,252,518 | |||||||||
| Thomas R. VerHage |
6,720,582 | 483,371 | 13,252,518 | |||||||||
| 2. | Our shareholders approved a non-binding advisory vote on executive compensation (“Say-on-Pay”), with voting as follows: |
| For |
Against | Abstain | Broker Non-Vote | |||
| 6,803,500 | 318,267 | 82,186 | 13,252,518 |
| 3. | Our shareholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 29, 2013, with voting as follows: |
| For |
Against | Abstain | Broker Non-Vote | |||
| 20,323,347 | 108,482 | 24,642 | 0 |
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.
| HUTCHINSON TECHNOLOGY INCORPORATED | ||||||
| Date: February 4, 2013 | /s/ David P. Radloff | |||||
| David P. Radloff | ||||||
| Vice President and Chief Financial Officer | ||||||