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) | April 3, 2013 |
| PHOTRONICS, INC. |
| (Exact name of registrant |
| as specified in its charter) |
| Connecticut | 0-15451 | 06-0854886 | ||
| (State or other | (Commission | (IRS Employer | ||
| jurisdiction | File Number) | Identification | ||
| of incorporation) | Number) |
| 15 Secor Road, Brookfield, CT | 06804 | |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant's Telephone Number, including area code | (203) 775-9000 |
| (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)) |
5.07 Submission of Matters to a Vote of Security Holders
On April 3, 2013, the Company held its annual meeting of stockholders (the “Annual Meeting”) at the New York offices of Kelley Drye & Warren. At the Annual Meeting, the Company’s stockholders approved three (3) proposals. The proposals are described in detail in the proxy statement relating to the Annual Meeting.
Proposal 1.
The Company’s stockholders elected six (6) individuals to the Board of Directors as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Walter Fiederowicz | 49,394,246 | 1,268,908 | 4,416,805 |
| Joseph Fiorita | 49,396,709 | 1,266,445 | 4,416,805 |
| Liang-Choo Hsia | 49,593,276 | 1,069,878 | 4,416,805 |
| Constantine Macricostas | 44,047,371 | 6,615,783 | 4,416,805 |
| George Macricostas | 40,321,016 | 10,342,138 | 4,416,805 |
| Mitchell Tyson | 44,957,222 | 5,705,932 | 4,416,805 |
Proposal 2.
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2013 as set forth below:
| Votes For | Votes Against | Abstentions |
| 54,587,291 | 453,229 | 39,439 |
Proposal 3.
The Company's stockholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 49,682,618 | 849,035 | 131,501 | 4,416,805 |
As previously disclosed, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers (the “say-on-pay vote”) each year, unless the Company proposes and adopts a plan to hold say on pay votes, less frequently in the future.
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.
| PHOTRONICS, INC. |
| (Registrant) |
| DATE: | April 8, 2013 | BY | /s/ Richelle E. Burr | ||
| Richelle E. Burr | |||||
| Vice President, General Counsel | |||||
| PHOTRONICS, INC. |