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): March 21, 2013
M/A-COM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35451 | 27-0306875 | ||||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||||
| 100 Chelmsford Street Lowell, Massachusetts |
01851 | |||||
| (Address of principal executive offices) | (Zip Code) | |||||
Registrant’s telephone number, including area code: (978) 656-2500
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. |
The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of M/A-COM Technology Solutions Holdings, Inc. (the “Company”) was held on March 21, 2013 in Chelmsford, Massachusetts. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:
(a) The nominees for election as Class I directors to serve until the 2016 Annual Meeting of Stockholders and thereafter until their successors are duly elected and qualified, were elected based upon the following votes:
| Name of Nominee |
Votes For | Votes Withheld |
Broker Non-Votes |
|||||||||
| Peter Chung |
41,465,335 | 610,232 | 2,077,367 | |||||||||
| Gil Van Lunsen |
42,008,565 | 67,002 | 2,077,367 | |||||||||
(b) The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:
| Votes For |
Votes Against | Votes Abstaining |
Broker Non-Votes |
|||||||||||
| 42,036,883 | 38,213 | 471 | 2,077,367 | |||||||||||
(c) With respect to the proposal regarding the advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, the stockholders voted in favor of holding future advisory votes every three years based on the following votes:
| One Year |
Two Years | Three Years | Votes Abstaining |
Broker Non-Votes |
||||||||||||||
| 5,740,954 | 28,906 | 36,305,236 | 471 | 2,077,367 | ||||||||||||||
(d) The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2013 was approved based on the following votes:
| Votes For |
Votes Against | Votes Abstaining |
||||||||
| 44,145,168 | 1,811 | 5,955 | ||||||||
In response to the vote by the stockholders, the Company’s Board of Directors intends to hold future advisory votes to approve the compensation of the Company’s named executive officers every three years until the next required stockholder advisory vote on the frequency of this item or until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
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.
| M/A-COM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||
| Dated: March 26, 2013 |
By: | /s/ Conrad Gagnon | ||||
| Conrad Gagnon | ||||||
| Chief Financial Officer | ||||||