UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   

   

FORM 8-K/A 

   (Amendment No. 1)

   

   

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 12, 2014 

  

  

   

INTERSIL CORPORATION

(Exact name of registrant as specified in its charter) 

  

  

 

 

 

 

 

 

 

 

 

Delaware

000-29617

59-3590018

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

1001 Murphy Ranch Road

 

 

Milpitas, California

 

95035

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  408-432-8888

 

 

 

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 (see General Instruction A.2. below): 

¨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))

   


 

 

 

 

 

 

 EXPLANATORY NOTE

This Current Report on Form 8-K/A is filed in order to make corrections to the Current Report on Form 8-K of Intersil Corporation that was filed with the Securities and Exchange Commission on May 12, 2014.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

  

 

 

a)

Intersil Corporation (“Intersil”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 6, 2014 in Milpitas, California.

 

  

b) 

At the Annual Meeting, the shareholders considered and approved items 1, 2, 3, 4, 5, 6 and 7 below. The total shares voted were 121,927,703.

  

1) 

Election of Directors. All eight  (8) of management’s nominees for our Board of Directors were elected by the following votes:  

  

 

 

 

 

 

Nominee

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

Dr. Robert W. Conn

110,898,492

1,771,126

15,206

9,242,879

James V. Diller

109,991,661

2,674,529

18,634

9,242,879

Mercedes Johnson

111,252,541

1,417,790

14,493

9,242,879

Gregory Lang

110,882,429

1,786,645

15,750

9,242,879

Donald Macleod

110,456,658

2,212,097

16,069

9,242,879

Jan Peeters

110,134,541

2,534,552

15,731

9,242,879

Dr. Necip Sayiner

111,186,028

1,481,513

17,283

9,242,879

James A. Urry

109,715,512

2,953,506

15,806

9,242,879

 

  

2)

To ratify the appointment of KPMG LLP as Intersil’s independent, registered certified public accounting firm. The voting results were as follows:

  

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

119,285,188

2,630,174

12,341

---

  


 

3)

To approve an amendment to the Intersil Corporation Amended and Restated 2008 Equity Compensation Plan.  Details of the plan amendment can be found in the definitive proxy statement.  The voting results were as follows:

  

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

95,270,369

17,324,031

90,424

9,242,879

  

4)

To approve an amendment to the Intersil Corporation Employee Stock Purchase Plan.  Details of the plan amendment can be found in the definitive proxy statement.  The voting results were as follows:

  

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

109,613,903

2,984,532

86,389

9,242,879


5)

To approve the Intersil Corporation Executive Incentive Plan.  Details of the plan amendment can be found in the definitive proxy statement.  The voting results were as follows:

  

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

110,056,724

2,541,647

86,453

9,242,879

 

6)

To approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in our proxy statement.  The voting results were as follows:

      

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

74,640,393

36,615,725

1,428,706

9,242,879

  

 

7)

To approve, on an advisory basis, the frequency of a non-binding vote on executive compensation.  Details of the proposal can be found in the definitive proxy statement.  The voting results were as follows:

  

1 Year

2 Years

3 Years

Abstain

94,653,493

40,825

17,833,714

156,792

 


 

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.

  


 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERSIL CORPORATION

 

 

 

 

 

Date:

 

May 12, 2014

 

 

 

By:

 

/s/ Thomas C. Tokos

 

 

 

 

 

 

Name:

 

Thomas C. Tokos

 

 

 

 

 

 

Title:

 

Sr. Vice President, General Counsel and Secretary