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): September 17, 2015  

 

Commission File No. 0-14225

 

 

EXAR CORPORATION


(Exact name of registrant as specified in its charter)

 

 

Delaware


 

 

 

94-1741481


(State or other jurisdiction

of incorporation)

 

 

 

(IRS Employer

Identification No.)

 

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

 

 

(510) 668-7000

Registrant’s telephone number, including area code  

 


 

 

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.

 

The Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) on September 17, 2015. There were three proposals considered at the Annual Meeting, each of which is described briefly below and detailed in the Company’s definitive proxy statement dated July 28, 2015 for the Annual Meeting (the “Proxy Statement”).

 

The final voting results from the Annual Meeting are as follows:

 

Proposal 1 – Election of Directors

 

Proposal 1 was a proposal to elect seven nominees to serve a one-year term on the Company’s Board of Directors, as detailed in the Proxy Statement. Following is the number of votes cast “For” or “Authority Withheld” for each of the nominees set forth in Proposal 1, as well as the number of “Abstentions” and “Broker Non-Votes” as to each nominee. Each of the nominees was elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors.

 

   

For

   

Authority Withheld

   

Abstentions

   

Broker Non-Votes

 

Behrooz Abdi

    42,688,209       290,225       0       3,604,787  

Izak Bencuya

    42,688,646       289,788       0       3,604,787  

Louis DiNardo

    42,686,485       291,949       0       3,604,787  

Pierre Guilbault

    42,685,786       292,648       0       3,604,787  

Brian Hilton

    42,685,605       292,829       0       3,604,787  

Richard L. Leza

    42,225,743       752,691       0       3,604,787  

Gary Meyers

    42,663,827       314,607       0       3,604,787  

 

 

Proposal 2 – Ratification of Auditors

 

Proposal 2 was a proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal year 2016, as described in the Proxy Statement. Following is the number of votes cast “For” or “Against”, as well as the number of “Abstentions” and “Broker Non-Votes”, as to the matter.

 

For

Against

Abstentions

Broker Non-Votes

45,921,351

217,091

444,779

0

 

 

Proposal 3 – Say on Pay

 

Proposal 3 was a proposal to approve an advisory vote on executive compensation, as described in the Proxy Statement. Following is the number of votes cast “For” or “Against”, as well as the number of “Abstentions” and “Broker Non-Votes”, as to the matter.  

 

For

Against

Abstentions

Broker Non-Votes

41,314,811

1,160,652

502,971

3,604,787

 

 
 

 

 

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.

 

 

Date: September 22, 2015

EXAR CORPORATION

 

 

   
                              /s/ Ryan A. Benton                                        

                             Ryan A. Benton

Senior Vice President and Chief Financial Officer

 (Principal Financial and Accounting Officer)