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 1, 2012
Power-One, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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000-29454 |
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77-0420182 |
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(State or Other Jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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740 Calle Plano |
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93012 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(805) 987-8741
(Registrant’s Telephone Number, Including Area Code)
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:
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 Vote of Stockholders.
The Annual Meeting of Stockholders of Power-One, Inc. (“Power-One” or the “Company”) was held on May 1, 2012. Proxies were solicited by the Company pursuant to Regulation 14 under the Securities Exchange Act of 1934 for the following four proposals:
Proposal 1: To elect the members of the Board of Directors;
Proposal 2: To adopt an advisory resolution on named executive officer compensation;
Proposal 3: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Power-One for the 2012 fiscal year;
Proposal 4: To transact other business properly presented at the 2012 annual meeting and any adjournment(s) or postponement(s) thereof.
Proxies representing 108,619,876 shares of the common stock eligible to vote at the meeting, or 89.07% of the outstanding common shares, were voted.
The following is a tabulation of the votes with respect to each of the proposals:
Proposal One
Election of Directors
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Votes For |
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% of Voted |
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Votes |
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Broker Non- |
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Jon Gacek |
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76,862,041 |
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95.51% |
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170,403 |
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28,312,994 |
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Kambiz Hooshmand |
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79,185,705 |
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98.82% |
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172,944 |
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28,312,994 |
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Mark Melliar-Smith |
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77,130,252 |
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96.25% |
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170,803 |
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28,312,994 |
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Richard M. Swanson |
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77,535,084 |
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96.75% |
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170,473 |
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28,312,994 |
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Richard J. Thompson |
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77,255,847 |
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96.36% |
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135,371 |
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28,312,994 |
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Jay Walters |
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79,076,914 |
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98.68% |
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170,603 |
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28,312,994 |
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Kyle Ryland |
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76,012,970 |
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94.85% |
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170,153 |
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28,312,994 |
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Ajay Shah |
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75,996,461 |
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94.83% |
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171,279 |
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28,312,994 |
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Proposal Two
Advisory Resolution on
Named Executive Officer Compensation
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Votes For |
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% of Voted |
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Votes |
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Votes Withheld/ |
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Broker |
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77,310,880 |
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96.27% |
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2,840,077 |
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155,925 |
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28,312,994 |
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Proposal Three
Ratification of the Appointment of
Independent Registered Public Accounting Firm
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Votes For |
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% of Voted |
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Votes |
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Votes |
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Broker |
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105,001,191 |
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96.67% |
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3,462,578 |
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156,107 |
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-0- |
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Proposal Four
Transaction of Other Business Properly Presented at the 2012 Annual Meeting
And Any Adjournment(s) or Postponement(s) Thereof
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Votes For |
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% of Voted |
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Votes |
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Votes |
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Broker |
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56,719,789 |
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52.21% |
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49,834,214 |
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2,065,873 |
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-0- |
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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.
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POWER-ONE, INC. | ||
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(Registrant) | ||
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By: |
/s/GARY R. LARSEN | |
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Date: |
May 3, 2012 |
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Gary R. Larsen |
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Senior Vice President — Finance, and Chief Financial Officer | |