a50913745.htm


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):                           July 28, 2014
 
 
CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)

 

 
  Delaware   0-17795   77-0024818  
 
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
  800 W. 6th Street, Austin, TX   78701  
  (Address of Principal Executive Offices)   (Zip Code)  

Registrant's telephone number, including area code:  (512) 851-4000

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:

[  ] 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.
 
The Annual Meeting of Stockholders of Cirrus Logic, Inc. (the “Company”) was held on July 28, 2014.   At the Annual Meeting, the Company’s stockholders voted on the following proposals described in detail in the Company’s Proxy Statement, dated June 2, 2014.  Final voting results for each of the matters voted on at the meeting are set forth below.
 
Proposal One:       Election of Directors
 
Name
Votes For
Votes Withheld
Broker Non-Votes
John C. Carter
35,680,683
465,642
18,492,381
Timothy R. Dehne
35,495,409
650,916
18,492,381
Christine King
35,741,316
405,009
18,492,381
Jason P. Rhode
35,828,720
317,605
18,492,381
Alan R. Schuele
35,485,268
661,057
18,492,381
William D. Sherman
33,491,099
2,655,226
18,492,381
Susan Wang
35,672,285
474,040
18,492,381
 
Proposal Two:       Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2015 fiscal year.
 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
53,519,931
928,455
190,320
 
 
Proposal Three:   Approval, by non-binding vote, of the compensation of the Company’s Named Executive Officers as described in the proxy statement.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
35,300,927
634,931
210,467
18,492,381

Proposal Four:      Approval of the Amendment to, and the Restatement of, the 2006 Stock Incentive Plan.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
31,428,350
4,484,011
233,964
18,492,381

Proposal Five:       Approval of the Material Terms of the 2006 Stock Incentive Plan, as Amended and Restated, for Purposes of Complying with the Requirements of Section 162(m) of the Internal Revenue Code.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
33,841,524
2,075,054
229,747
18,492,381

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
      CIRRUS LOGIC, INC.  
           
Date: July 29, 2014        
    By: /s/ Gregory S. Thomas  
      Name: Gregory S. Thomas  
      Title:
Vice President, General Counsel, Corporate
Secretary