Cirrus Logic, Inc. (Form: 8-K)  






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

Date of Report (Date of Earliest Event Reported):   July 29, 2011

Cirrus Logic, Inc.
(Exact name of registrant as specified in its charter)

Delaware 0-17795 77-0024818
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
2901 Via Fortuna, Austin, Texas   78746
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   512-851-4000

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))

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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, 2011.  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, 2011.

Proposal One: Election of Directors

Name   Votes For   Votes Withheld   Broker Non-Votes
Michael L. Hackworth
    36,254,298       1,157,510       20,046,201  
John C. Carter
    27,255,628       156,180       20,046,201  
Timothy R. Dehne
    37,251,034       160,774       20,046,201  
Jason P. Rhode
    36,366,560       1,045,248       20,046,201  
Alan R. Schuele
    37,227,825       183,983       20,046,201  
William D. Sherman
    37,247,368       164,440       20,046,201  
Robert H. Smith
    36,104,888       1,306,920       20,046,201  
Susan Wang
    36,734,734       677,074       20,046,201  

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending March 31, 2012.

Votes For   Votes Against   Votes Abstained   Broker Non-Votes
    1,460,720       99,559       0  

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
    433,524       1,971,928       20,046,201  


Proposal Four: Recommendation, by non-binding vote, on the frequency of future shareholder advisory votes on the compensation of the Company’s Named Executive Officers.

1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
    288,377       12,695,735       1,974,294       20,046,201  

A majority of the shares cast were in favor of holding an annual non-binding, advisory vote regarding Named Executive Officer compensation.  Based on the result of this vote, our Board of Directors has decided to hold future stockholder advisory votes on Named Executive Officer compensation on an annual basis.

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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.

    Cirrus Logic, Inc.
July 29, 2011   By:   Gregory S. Thomas
        Name: Gregory S. Thomas
        Title: General Counsel