Form 8-K

 

 

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): February 8, 2011

 

 

SUPER MICRO COMPUTER, INC.

(Exact name of registrant specified in its charter)

 

 

 

Delaware   001-33383   77-0353939

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone, including area code: (408) 503-8000

Not Applicable

(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:

 

¨ 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 the Company was held on February 8, 2011 (the “Annual Meeting”). Set forth below are the proposals on which the Company’s stockholders voted at the Annual Meeting and the voting results for each proposal.

Proposal 1: A proposal to elect the following two directors to serve for three-year terms to expire at the 2013 annual meeting of stockholders or until their successors are duly elected and qualified:

 

Votes For

  

Votes For

  

Votes Withheld

  

Abstentions

  

Broker Non-Votes

Charles Liang

   32,003,821    253,483    N/A    5,963,694

Sherman Tuan

   31,022,328    1,234,976    N/A    5,963,694

Both director nominees were duly elected.

Proposal 2: A proposal to approve a non-binding advisory resolution regarding executive compensation:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

31,859,359

   125,207    811,661    5,424,771

Proposal 2 was approved.

Proposal 3: A proposal to approve an advisory vote on the frequency of future advisory voting on the compensation of the Company’s named executive officers:

 

Votes For-

One Year

  

Votes For-

Two Years

  

Votes For-

Three Years

  

Abstentions

  

Broker Non-Votes

12,050,007

   69,717    19,859,141    817,362    5,424,771

An advisory vote for every three years was approved.

Proposal 4: A proposal to approve an amendment to the 2006 Equity Incentive Plan:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

18,605,519

   13,433,939    756,769    5,424,771

Proposal 4 was approved.

Proposal 5: A proposal to approve certain provisions of the 2006 Equity Incentive Plan:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

30,822,875

   1,216,663    756,689    5,424,771

Proposal 5 was approved.

Proposal 6: A proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent auditors for the fiscal year ending June 30, 2011:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

35,979,847

   45,213    11,768    2,184,170

Proposal 6 was approved.


Item 9.01 Financial Statements and Exhibits

 

Exhibit

Number

  

Description

10.1    Super Micro Computer, Inc. 2006 Equity Incentive Plan, as amended, incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on January 18, 2011


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    SUPER MICRO COMPUTER, INC.
Date: February 11, 2011     By:  

  /s/ Charles Liang

        President and Chief Executive Officer


Exhibit Index

 

Exhibit

Number

  

Description

10.1    Super Micro Computer, Inc. 2006 Equity Incentive Plan, as amended, incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on January 18, 2011