Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 2004 STOCK INCENTIVE PLAN - ELECTRO SCIENTIFIC INDUSTRIES INC | exhibit1012004stockincenti.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): August 18, 2016
ELECTRO SCIENTIFIC INDUSTRIES, INC. | ||
(Exact name of registrant as specified in its charter) | ||
OREGON | 0-12853 | 93-0370304 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13900 NW Science Park Drive, Portland, Oregon | 97229 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (503) 641-4141
No Change
(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:
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)) |
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 18, 2016, the shareholders of Electro Scientific Industries, Inc. (the “Company”) approved an amendment to the 2004 Stock Incentive Plan to increase the number of authorized shares under the plan by 2,750,000 shares, and make several modifications to the plan described in this proxy statement, including changes to prohibit liberal share recycling for restricted stock and restricted stock units, eliminate the ability to grant reload options, expanding the prohibition on repricing awards, provide a minimum vesting period for stock options and stock appreciation rights and increase certain annual grants limits. The 2004 Stock Incentive Plan as amended is filed as Exhibit 10.1 hereto.
5.07 Submission of Matters to a Vote of Security Holders
The 2016 Annual Meeting of Shareholders of the Company was held pursuant to notice at 2:30 p.m. Pacific Daylight Time on August 18, 2016 at the Company’s offices in Portland, Oregon to consider and vote upon:
Proposal 1 | : To elect the five directors named in the proxy statement for a term of one year. John Medica, Raymond A. Link, Laurence E. Cramer, Frederick A. Ball, and Richard H. Wills are nominees for election for a one-year term. |
Proposal 2 | : To approve an amendment to the 2004 Stock Incentive Plan to increase the number of authorized shares under the plan by 2,750,000 shares, and make several modifications to the plan described in this proxy statement, including changes to prohibit liberal share recycling for restricted stock and restricted stock units, eliminate the ability to grant reload options, expanding the prohibition on repricing awards, provide a minimum vesting period for stock options and stock appreciation rights and increase certain annual grants limits. |
Proposal 3 | : To approve, on an advisory basis, the compensation of our named executive officers. |
Proposal 4 | : To ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 1, 2017. |
The final results of the voting on these proposals were as follows:
Proposal 1:
Election of Directors for One-Year Term | For | Withheld | Broker Non-Votes | ||||
John Medica | 21,387,276 | 1,375,186 | |||||
Raymond A. Link | 21,379,925 | 1,382,537 | |||||
Laurence E. Cramer | 21,393,176 | 1,369,286 | |||||
Frederick A. Ball | 21,402,362 | 1,360,100 | |||||
Richard H. Wills | 21,932,962 | 829,500 | |||||
Proposal 2:
Amendment of Stock Incentive Plan | For | Against | Abstain | Broker Non-Votes | ||||||
20,845,030 | 1,900,924 | 16,508 | ||||||||
Proposal 3:
Advisory Vote on Executive Compensation | For | Against | Abstain | Broker Non-Votes | ||||||
21,160,267 | 1,515,482 | 86,713 | ||||||||
Proposal 4:
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm | For | Against | Abstain | Broker Non-Votes | ||||||
27,828,394 | 34,424 | 36,140 | ||||||||
9.01 | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit 10.1 | 2004 Stock Incentive Plan |
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.
Date: August 22, 2016
Electro Scientific Industries, Inc. | |||
(Registrant) | |||
By: | /s/ Paul Oldham | ||
Name: | Paul Oldham | ||
Title: | Vice President of Administration, | ||
Chief Financial Officer and Secretary | |||