Attached files
| file | filename |
|---|---|
| EX-99 - PRESS RELEASE - ANAREN INC | newsrelease.htm |
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) February 7, 2014
Anaren, Inc.
(Exact name of registrant as specified in its charter)
| New York | 000-06620 | 16-0928561 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 6635 Kirkville Road, East Syracuse, New York | 13057 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (315) 432-8909
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.
On February 6, 2014, Anaren, Inc., a New York corporation ("Anaren" or the "Company"), held a special meeting of shareholders to submit the following proposals to a vote of shareholders: (i) to consider and vote upon a proposal (the "Merger Proposal") to adopt the Agreement and Plan of Merger, dated as of November 4, 2013, as amended and as may be further amended from time to time, among ANVC Holding Corp., a Delaware corporation, ANVC Merger Corp., a New York corporation and wholly owned subsidiary of ANVC Holding Corp. ("Merger Sub"), and Anaren (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Anaren, with Anaren continuing as the surviving corporation; (ii) to consider and vote upon a proposal (the "Compensation Proposal") to approve, by a non-binding, advisory vote, the specified compensation arrangements disclosed in the proxy statement that may be payable to Anaren's named executive officers in connection with the consummation of the merger and (iii) to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement (the "Adjournment Proposal"). The Merger Proposal, the Compensation Proposal and the Adjournment Proposal are described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on December 20, 2013.
At the special meeting, the Company's shareholders approved all three proposals. Holders of 12,018,121 shares of Company common stock, representing approximately 89% of the shares of Company common stock outstanding as of the record date for the special meeting, were present in person or by proxy, and a summary of the voting results for each proposal is set forth below:
Merger Proposal:
Compensation Proposal:
Adjournment Proposal:
The votes in favor of the Merger Proposal represented approximately 86% of the shares of Company common stock outstanding as of the record date for the special meeting.
FOR
AGAINST
ABSTAIN
BROKER NON VOTES
11,512,181
78,202
427,738
0
FOR
AGAINST
ABSTAIN
BROKER NON VOTES
9,529,234
1,996,249
492,638
0
FOR
AGAINST
ABSTAIN
BROKER NON VOTES
11,186,255
654,124
177,742
0
Item 8.01. Other Events.
On February 7, 2014, the Company issued a press release announcing the results of the shareholder vote on the proposals at the special meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit Description
99.1
Press Release dated February 7, 2014.
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.
| Anaren, Inc.
(Registrant) |
||
| February 7, 2014
(Date) |
/s/ LAWRENCE A. SALA
Lawrence A. Sala President and Chief Executive Officer |
Exhibit Index
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release dated February 7, 2014. |