UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)





October 19, 2016





LINEAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)



Delaware

 

0-14864

 

94-2778785

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)



1630 McCarthy Boulevard

Milpitas, California 95035

(Address of principal executive offices, including zip code)



(408) 432-1900

(Registrant’s telephone number, including area code)





(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))


 

ITEM 5.07.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders adopted the agreement and plan of merger;  approved executive compensation in relation to the merger; elected members of the Company’s Board of Directors; held an advisory vote on Executive Compensation; ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm; and to adjourn the meeting, if necessary, to solicit additional proxies.

The vote to adopt the agreement and plan of merger was as follows:





 

 

 

 

 

 

Votes

 

Votes

 

Votes

 

Broker

For

 

Against

 

Abstaining

 

Non-Votes

193,793,615

 

1,604,830

 

580,618

 

 -



The vote to approve executive compensation in relation to the merger was as follows:





 

 

 

 

 

 

Votes

 

Votes

 

Votes

 

Broker

For

 

Against

 

Abstaining

 

Non-Votes

113,939,613

 

81,324,603

 

714,847

 

 -



The vote for nominated directors was as follows:



 

 

 

 

 

 

 

 

Nominee

 

Votes

 

Votes

 

Votes

 

Broker



 

For

 

Against

 

Abstaining

 

Non-Votes

Robert H. Swanson, Jr.

 

189,346,652

 

6,484,774

 

147,637

 

 -

Lothar Maier

 

194,005,028

 

1,805,216

 

168,819

 

 -

Arthur C. Agnos

 

187,150,213

 

8,408,309

 

420,541

 

 -

John J. Gordon

 

187,375,121

 

8,173,405

 

430,537

 

 -

David S. Lee

 

165,528,483

 

30,173,596

 

276,984

 

 -

Richard M. Moley

 

172,680,948

 

23,012,180

 

285,935

 

 -

Thomas S. Volpe

 

177,150,090

 

18,554,419

 

274,554

 

 -





The vote with respect to the advisory vote on Executive Compensation was as follows:





 

 

 

 

 

 

Votes

 

Votes

 

Votes

 

Broker

For

 

Against

 

Abstaining

 

Non-Votes

117,566,333

 

66,680,730

 

11,732,000

 

 -





The vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for fiscal year 2016 was as follows:





 

 

 

 

 

 

Votes

 

Votes

 

Votes

 

Broker

For

 

Against

 

Abstaining

 

Non-Votes

211,325,763

 

1,279,771

 

367,794

 

-






 

The vote to adjourn the meeting, if necessary, to solicit additional proxies was as follows:



 

 

 

 

 

 

Votes

 

Votes

 

Votes

 

Broker

For

 

Against

 

Abstaining

 

Non-Votes

190,339,426

 

21,858,497

 

775,405

 

 -


 

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.





 

 

 

 

 



 

 

 

LINEAR TECHNOLOGY CORPORATION



 

 

 

(Registrant)



 

 

 

 

 

Date:

October 19, 2016

 

 

 

 



 

 

By:

/s/ Donald P. Zerio



 

 

 

 

Donald P. Zerio



 

 

 

 

Vice President, Finance and Chief Financial Officer