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 21, 2014
 
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
000-50646
  
61-1430858
(Commission File Number)
  
(IRS Employer Identification No.)
 
26462 CORPORATE AVENUE,
HAYWARD, CA
  
94545
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (510) 576-4400
 
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):
 
 
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))
 
 
 
 
 
 
Item 5.07. 
Submission of Matters to a Vote of Security Holders.

At the Company’s Annual Meeting of Stockholders held on May 21, 2014, stockholders considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 21, 2014 for the Annual Meeting of Stockholders.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1
 
Election of directors for a one-year term.
 
Director
For
Withheld
Broker Non-Vote
Susan H. Billat
17,997,844
671,688
4,869,231
John Chenault
18,110,836
558,696
4,869,231
Clarence L. Granger
18,250,647
418,885
4,869,231
David T. ibnAle
16,009,040
2,660,492
4,869,231
Emily Maddox Liggett
17,981,790
687,742
4,869,231
Leonid Mezhvinsky
15,326,715
3,342,817
4,869,231

Proposal 2

Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2014.
 
For
Against
Abstain
23,098,827
50,282
389,654

Proposal 3
 
Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.
 
For
Against
Abstain
Broker Non-Vote
17,900,027
265,520
503,985
4,869,231
 
 
 
 
 

 
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.
 
   
ULTRA CLEAN HOLDINGS, INC.
  
       
       
Date:
May 22, 2014
  
By:
/s/ Kevin C. Eichler
  
       
Name:
Kevin C. Eichler
  
       
Title:
Executive Vice President and Chief Financial Officer