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EX-10.1 - AMENDED AND RESTATED 2005 PLAN - ANADIGICS INCamended2005plan.htm


8K ANNUAL MEETING RESULTS
 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 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): May 7, 2013

Commission File Number:
ANADIGICS, Inc.
 
(Exact name of registrant as specified in its charter)
   
Delaware
22-2582106
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
141 Mt. Bethel Road, Warren, New Jersey
07059
(Address of principal executive offices)
(Zip Code)
   
(908) 668-5000
(Registrant's telephone number, including area code)

Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On May 7, 2013, at the Annual Meeting, ANADIGICS shareholders (i) elected each of the director nominees, (ii) ratified the appointment of Ernst & Young LLP as ANADIGICS independent registered public accounting firm for the fiscal year ending December 31, 2013, (iii) approved, on an advisory basis, the compensation of ANADIGICS Named Executive Officers, and (iv) approved the amendment of the Amended and Restated 2005 Long Term Incentive and Share Award Plan, dated as of March 20, 2013.

The final voting results with respect to each of the four proposals are set forth below:

Proposal 1. To elect three Class III directors of ANADIGICS to hold office until 2016.

   
Number of Shares
 
   
For
   
Against
   
Abstain
   
Broker Non-Vote
 
David Fellows
    36,342,507       3,515,402       33,394       31,292,768  
Ronald Rosenzweig
    37,539,896       2,318,531       32,876       31,292,768  
Lewis Solomon
    36,211,457       3,646,670       33,176       31,292,768  

Proposal 2. To ratify the appointment of Ernst & Young LLP as ANADIGICS independent registered public accounting firm for the fiscal year ending December 31, 2013.

Number of Shares
 
For
   
Against
   
Abstain
 
  69,759,102       1,270,609       154,360  


Proposal 3. To approve, on an advisory basis, the compensation of ANADIGICS Named Executive Officers.

Number of Shares
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  36,270,300       3,533,243       87,760       31,292,768  

Proposal 4. To approve the amendment to the Amended and Restated 2005 Long Term Incentive and Share Award Plan, dated as of March 20, 2013.

Number of Shares
 
For
   
Against
   
Abstain
   
Broker Non-Vote
 
  37,626,966       2,175,310       89,027       31,292,768  


Item 9.01 Financial Statements and Exhibits

(c) Exhibits
Exhibit No.
Description of Exhibit
10.12*
ANADIGICS, Inc. Amended and Restated 2005 Long-Term Incentive and Share Award Plan, dated as of March 20, 2013.
*Filed herewith
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.

Date: May 9, 2013

ANADIGICS, Inc.
By: /s/ Terrence G. Gallagher
Name: Terrence G. Gallagher
Title: Vice President and Chief Financial Officer


EXHIBIT INDEX
Exhibit No.
Description of Exhibit
10.12*
ANADIGICS, Inc. Amended and Restated 2005 Long-Term Incentive and Share Award Plan, dated as of March 20, 2013.
*Filed herewith