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): April 20, 2017

 

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

000-29823

 

74-2793174

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

400 West Cesar Chavez, Austin, TX

 

78701

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (512) 416-8500

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

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

 

On April 20, 2017, Silicon Laboratories Inc. (the “Company”) held its Annual Meeting of Stockholders.  The matters voted upon at the meeting and the results of those votes were as follows:

 

Proposal 1 — Election of Class I Directors

 

 

 

Votes
For

 

Votes
Withheld

 

Votes
Abstaining

 

Broker
Non-Votes

 

Navdeep S. Sooch

 

36,411,232

 

341,756

 

12,488

 

1,776,966

 

William P. Wood

 

36,285,549

 

467,803

 

12,124

 

1,776,966

 

Nina Richardson

 

36,384,891

 

365,616

 

14,969

 

1,776,966

 

 

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 30, 2017

 

Votes
For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

38,119,116

 

364,029

 

59,297

 

 

 

Proposal 3 — Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement

 

Votes
For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

33,924,030

 

2,792,141

 

49,305

 

1,776,966

 

 

Proposal 4 — Recommendation, by non-binding vote, of the frequency of advisory votes on the executive compensation of the Company’s Named Executive Officers

 

1
Year

 

2
Years

 

3
Years

 

Votes
Abstaining

 

Broker
Non-Votes

 

31,292,094

 

16,278

 

5,401,017

 

56,087

 

1,776,966

 

 

Accordingly, the Company intends to conduct an annual advisory vote on the compensation of its Named Executive Officers until the next required vote on the frequency of stockholder votes with respect to executive compensation.

 

Proposal 5 — Approval of the amendments to the 2009 Stock Incentive Plan as disclosed in the Company’s Proxy Statement

 

Votes
For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

35,493,194

 

1,213,411

 

58,871

 

1,776,966

 

 

Proposal 6 — Re-approval of certain material terms of the 2009 Stock Incentive Plan for purposes of section 162(m) as disclosed in the Company’s Proxy Statement

 

Votes
For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

36,087,069

 

620,608

 

57,799

 

1,776,966

 

 

Proposal 7 — Approval of the amendments to the 2009 Employee Stock Purchase Plan as disclosed in the Company’s Proxy Statement

 

Votes
For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

36,491,229

 

232,848

 

41,399

 

1,776,966

 

 

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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.

 

 

 

 

SILICON LABORATORIES INC.

 

 

 

 

 

 

April 20, 2017

 

/s/ John C. Hollister

Date

 

John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

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