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 24, 2018

 

Intermolecular, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-35348

20-1616267

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

3011 N. First Street

San Jose, California

 

95134

(Address of Principal Executive Offices)

 

(Zip Code)

 

(408) 582-5700

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 

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. 

 

 


 

 

 

Item 5.07.  

Submission of Matters to a Vote of Security Holders

Intermolecular, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 24, 2018 in Menlo Park, California, at which the company’s stockholders voted on the following four proposals each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2018.The results of the matters voted on by the Company’s stockholders are set forth below.  

Proposal 1

To elect three (3) Class I Directors to the Company’s Board of Directors to hold office for a three-year term expiring at the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier resignation or removal:  

 

Number of Votes

Name of Nominees

For

Withheld

Broker Non-Votes

Marvin D. Burkett

31,661,443

484,523

10,203,290

Christian F. Kramer

31,702,526

443,440

10,203,290

Jonathan B. Schultz

31,806,866

339,100

10,203,290

Each of the nominees nominated in proposal 1 was elected.

Proposal 2

To approve, on a non-binding, advisory basis, the following resolution relating to the compensation of the Company’s named executive officers:  

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the narrative disclosure set forth in the Company’s proxy statement, is hereby APPROVED.”  

Proposal 2 was approved on an advisory basis.

Number of Votes

For

Against

Abstain

Broker Non-Votes

31,700,700

115,164

330,102

10,203,290

Proposal 3

To approve, on a non-binding, advisory basis, the frequency of future advisory votes on the compensation of our named executive officers:  

Proposal 3 Stockholders approved holding future advisory votes on the compensation of our named executive officers every year.

Number of Votes

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

31,187,202

5,100

349,356

604,308

10,203,290

 

 

 

 

 

 

 


 

Proposal 4

To ratify the appointment of Armanino LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:  

Number of Votes

For

Against

Abstain

42,314,573

12,135

22,548

 

Proposal 4 was approved.

 


 

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.

 

 

INTERMOLECULAR, INC.

 

Date:  May 25, 2018

By:

 

/s/ Bill Roeschlein

 

 

 

Bill Roeschlein

 

 

 

Chief Financial Officer