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EX-10.35 - EX-10.35 - OMNIVISION TECHNOLOGIES INCa13-21632_1ex10d35.htm
EX-10.26 - EX-10.26 - OMNIVISION TECHNOLOGIES INCa13-21632_1ex10d26.htm

 

 

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)

September 26, 2013

 


 

OMNIVISION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-29939

 

77-0401990

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

4275 Burton Drive

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

 

(408) 567-3000

(Registrant’s telephone number, including area code)

 

 

(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):

 

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))

 

 

 



 

Section 5 — Corporate Governance and Management

Item 5.07.    Submission of Matters to a Vote of Security Holders.

 

The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of OmniVision Technologies, Inc. (the “Company”) was held on September 26, 2013.  At the Annual Meeting, the stockholders of the Company took the following actions:

 

1.              elected Shaw Hong to serve as the Class I director of the Company for a term expiring at the 2016 Annual Meeting of Stockholders;

 

2.              ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2014;

 

3.              approved certain amendments to the Company’s 2007 Equity Incentive Plan (the “2007 Plan”), including an amendment to increase the number of shares available for issuance thereunder by 4,900,000 shares;

 

4.              approved an amendment to the Company’s 2009 Employee Stock Purchase Plan (the “2009 Plan”) to increase the number of shares available for issuance thereunder by 2,500,000 shares; and

 

5.              approved an advisory (non-binding) resolution regarding the compensation of the Company’s executive officers.

 

The summary descriptions of the 2007 Plan and the 2009 Plan set forth above do not purport to be complete and are qualified in their entirety by reference to the full text of the 2007 Plan and the 2009 Plan which are filed as Exhibit 10.26 and 10.35, respectively, to this report.

 

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes:

 

1.              Election of Class I Director

 

NOMINEE

 

FOR

 

WITHHELD

 

BROKER NON-VOTES

 

Shaw Hong

 

35,103,351

 

2,977,641

 

10,550,230

 

 

2.              Ratification of Independent Registered Public Accounting Firm

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

47,229,002

 

1,350,948

 

51,272

 

N/A

 

 

3.              Amendment of 2007 Equity Incentive Plan

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

21,163,121

 

14,599,009

 

2,318,862

 

10,550,230

 

 

4.              Amendment of 2009 Employee Stock Purchase Plan

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

36,796,813

 

896,082

 

388,097

 

10,550,230

 

 

5.              Advisory Resolution to Approve Executive Compensation

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-VOTES

 

36,564,984

 

1,061,119

 

454,889

 

10,550,230

 

 

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Section 9 — Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.

 

Description

10.26

 

2007 Equity Incentive Plan.

10.35

 

2009 Employee Stock Purchase Plan.

 

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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.

 

 

 

OMNIVISION TECHNOLOGIES, INC.

 

 

 

 

By:

/s/ Shaw Hong

 

 

Shaw Hong

 

 

Chief Executive Officer

 

Date:  October 2, 2013

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

10.26

 

2007 Equity Incentive Plan.

10.35

 

2009 Employee Stock Purchase Plan.

 

5