Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Freescale Semiconductor, Ltd. | d923287dex101.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): May 11, 2015 (May 6, 2015)
FREESCALE SEMICONDUCTOR, LTD.
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-35184 | 98-0522138 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
6501 William Cannon Drive West, Austin, Texas 78735
(Address of Principal Executive Offices, including Zip Code)
(512) 895-2000
(Registrant’s telephone number, including area code)
NA
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
| (e) | At the Annual General Meeting of Freescale Semiconductor, Ltd. (the “Company”) Shareholders held on May 6, 2015 (the “Annual Meeting”), shareholders approved the Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan (the “Amended and Restated Plan”). A description of the material terms of the Amended and Restated Plan was provided in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 16, 2015 (the “Annual Proxy”) and incorporated by reference herein. The description of the Amended and Restated Plan in the Annual Proxy is qualified in its entirety by reference to the full text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1, and is incorporated herein by reference. |
Item 5.07 Submission of Matters to a Vote of Security Holders.
All of the Company’s proposals were approved by shareholders at the Annual Meeting. The final voting results for the proposals are set forth below.
| 1. | All nominees for election to the Board were elected to serve until their term expires at the 2016 annual general meeting of the Company, or until their appointment is terminated in accordance with our bye-laws, based on the following votes: |
| For | Withheld | Broker Non- Votes |
||||||||||
| Krishnan Balasubramanian |
286,658,422 | 5,791,043 | 5,344,812 | |||||||||
| Chinh E. Chu |
254,898,295 | 37,551,170 | 5,344,812 | |||||||||
| D. Mark Durcan |
286,261,594 | 6,187,871 | 5,344,812 | |||||||||
| Daniel J. Heneghan |
286,542,744 | 5,906,721 | 5,344,812 | |||||||||
| Thomas H. Lister |
268,293,480 | 24,155,985 | 5,344,812 | |||||||||
| Gregg A. Lowe |
268,554,698 | 23,894,767 | 5,344,812 | |||||||||
| Joanne M. Maguire |
286,661,423 | 5,788,042 | 5,344,812 | |||||||||
| John W. Marren |
254,684,943 | 37,764,522 | 5,344,812 | |||||||||
| James A. Quella |
268,182,616 | 24,266,849 | 5,344,812 | |||||||||
| Peter Smitham |
254,686,333 | 37,763,132 | 5,344,812 | |||||||||
| Gregory L. Summe |
286,093,015 | 6,356,450 | 5,344,812 | |||||||||
| Claudius E. Watts IV |
259,497,259 | 32,952,206 | 5,344,812 | |||||||||
| 2. | The proposal to appoint KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015, and authorize the Audit and Legal Committee of the Board to determine the independent auditors’ fees was approved based upon the following votes: |
| For |
Against |
Abstain | ||
| 297,664,402 | 126,008 | 3,867 |
| 3. | The proposal to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, was approved based upon the following votes: |
| For |
Against |
Abstain |
Broker Non- Votes | |||
| 284,231,562 | 8,200,687 | 17,216 | 5,344,812 |
| 4. | The proposal to approve the Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan, which amends and restates the existing 2011 Incentive Plan to permit the grant of performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code and make certain other clarifying changes and updates: |
| For |
Against |
Abstain |
Broker Non- Votes | |||
| 265,597,247 | 26,844,710 | 7,508 | 5,344,812 |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan | |
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.
| FREESCALE SEMICONDUCTOR, LTD. | ||
| By: | /s/ Dathan C. Voelter | |
| Name: | Dathan C. Voelter | |
| Title: | Assistant Secretary | |
Date: May 11, 2015
Exhibit Index
| Exhibit |
Description | |
| 10.1 | Amended and Restated Freescale Semiconductor, Inc. 2011 Incentive Plan | |