UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  June 10, 2013

 

NETLIST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-33170

 

95-4812784

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

175 Technology Drive, Suite 150

Irvine, California 92618

(Address of Principal Executive Offices)

 

(949) 435-0025

(Registrant’s telephone number, including area code)

 

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))

 

 

 


 

Explanatory Note

 

This current report on Form 8-K/A is being filed as an amendment (this “Amendment”) to the current report on Form 8-K filed by Netlist, Inc. (the “Company”) with the Securities and Exchange Commission on June 11, 2013 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s Annual Meeting of Stockholders held on June 10, 2013 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes to approve the compensation of the Company’s named executive officers. No other changes have been made to the Original Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

As previously reported in the Original Form 8-K, the Company’s stockholders conducted a non-binding advisory vote at the Annual Meeting regarding the frequency of stockholder approval of the compensation of named executive officers.  As previously reported in the Original Form 8-K, the votes cast were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-
Vote

 

2,739,495

 

67,935

 

2,370,500

 

5,773,723

 

14,254,802

 

 

The Company’s Board of Directors (the “Board”) has considered the results of the stockholder advisory vote as well as various other factors, including the Board’s desire to provide stockholders with sufficient time to evaluate the effectiveness of the Company’s overall compensation philosophy, policies and practices in the context of long-term business results for the corresponding period, while avoiding over-emphasis on short term variations in compensation and business results.  The Board has determined that the frequency for which the Company should include an advisory vote regarding the compensation of its named executive officers in its future proxy statements for stockholder consideration shall be every three years, until the next stockholder non-binding advisory vote on the frequency of the non-binding advisory vote to approve the compensation of the named executive officers of the Company.

 

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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.

 

 

NETLIST, INC.

 

 

 

 

Date: November 7, 2013

By:

/s/ Gail M. Sasaki

 

 

Gail M. Sasaki

 

 

Vice President, Chief Financial Officer and Secretary

 

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