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)

May 21, 2013

 

NEWPORT CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-01649

 

94-0849175

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1791 Deere Avenue, Irvine, California

 

92606

(Address of principal executive offices)

 

(Zip Code)

 

(949) 863-3144

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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 annual meeting of stockholders of Newport Corporation (the “Registrant”) was held on May 21, 2013.  Of the 38,801,150 shares of the Registrant’s common stock issued and outstanding and entitled to vote at the meeting, there were present at the meeting, in person or by proxy, the holders of 36,493,727 shares of common stock, representing approximately 94.05% of the total number of shares entitled to vote at the meeting.  The following three proposals were presented and voted on at the meeting:

 

Proposal 1

 

To elect five nominees, Christopher Cox, Oleg Khaykin, Michael T. O’Neill, Robert J. Phillippy and Peter J. Simone, as members of the Board of Directors, to serve for a one-year term expiring at the Registrant’s annual meeting of stockholders in 2014.  The five nominees were elected by a plurality of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

 

Christopher Cox

 

29,361,074

 

677,184

 

6,455,469

 

Oleg Khaykin

 

29,128,184

 

910,074

 

6,455,469

 

Michael T. O’Neill

 

29,348,709

 

689,549

 

6,455,469

 

Robert J. Phillippy

 

29,249,036

 

789,222

 

6,455,469

 

Peter J. Simone

 

21,595,434

 

8,442,824

 

6,455,469

 

 

Proposal 2

 

To ratify the appointment of Deloitte & Touche LLP as the Registrant’s independent auditors for the fiscal year ending December 28, 2013.  Such proposal was approved by more than a majority of the shares present and entitled to vote at the meeting in person or by proxy.  The voting results were:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

35,225,274

 

752,277

 

516,176

 

 

 

Proposal 3

 

An advisory vote on the approval of the compensation of the Registrant’s named executive officers. Such proposal was approved by more than a majority of the shares present and entitled to vote at the meeting in person or by proxy. The voting results were:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

28,854,064

 

536,234

 

647,960

 

6,455,469

 

 

Item 8.01.  Other Events.

 

On May 21, 2013, the Board of Directors of the Registrant appointed C. Kumar N. Patel as a member of the Audit Committee.  Dr. Patel was appointed to replace Mr. Robert L. Guyett, who did not stand for reelection to the Board of Directors upon the expiration of his term at the Registrant’s 2013 annual meeting of stockholders, in accordance with the Registrant’s Corporate Governance Guidelines.

 

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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.

 

May 24, 2013

NEWPORT CORPORATION

 

 

 

 

 

By:

/s/ Jeffrey B. Coyne

 

 

Jeffrey B. Coyne

 

 

Senior Vice President, General Counsel and

 

 

Corporate Secretary

 

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