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 3, 2011
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 3, 2011. 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, subject to the right of the holders of the Company’s preferred stock to separately elect two directors;
Proposal 2: To adopt an advisory resolution on named executive officer compensation;
Proposal 3: To conduct an advisory vote on the frequency of future advisory votes on named executive officer compensation;
Proposal 4: To approve the amendment to the Amended and Restated Power-One, Inc. 2004 Stock Incentive Plan; and
Proposal 5: To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Power-One for the 2011 fiscal year.
Proxies representing 89,846,283 shares of the common stock eligible to vote at the meeting, or 86.1% of the outstanding common shares, were voted. Proxies representing 17,500,000 shares of the preferred stock eligible to vote at the meeting, or 100% of the outstanding preferred shares, were voted.
The following is a tabulation of the votes with respect to each of the proposals:
Proposal One
Election of Common Stock Directors
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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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Kendall R. Bishop |
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58,690,736 |
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98.05 |
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1,170,192 |
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-0- |
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29,985,355 |
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Jon Gacek |
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58,882,220 |
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98.37 |
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978,708 |
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-0- |
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29,985,355 |
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Kambiz Hooshmand |
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58,868,968 |
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98.34 |
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991,960 |
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-0- |
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29,985,355 |
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Mark Melliar-Smith |
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59,244,642 |
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98.97 |
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616,286 |
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-0- |
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29,985,355 |
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Richard M. Swanson |
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59,352,487 |
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99.15 |
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508,441 |
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-0- |
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29,985,355 |
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Richard J. Thompson |
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59,148,421 |
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98.81 |
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712,507 |
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-0- |
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29,985,355 |
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Jay Walters |
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59,017,268 |
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98.59 |
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843,660 |
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-0- |
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29,985,355 |
Election of Preferred Stock Directors
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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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Kyle Ryland |
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17,500,000 |
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100% |
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-0- |
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-0- |
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-0- |
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Ajay Shah |
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17,500,000 |
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100% |
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-0- |
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-0- |
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-0- |
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 |
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Broker |
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53,185,415 |
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68.75 |
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23,993,413 |
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182,100 |
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29,985,355 |
Proposal Three
Advisory Vote on Frequency of Future Advisory Votes on
Named Executive Officer Compensation
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1 Year |
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% of Voted |
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2 Year |
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3 Year |
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Votes |
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Broker |
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46,786,626 |
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60.48 |
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8,857,965 |
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21,597,105 |
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119,232 |
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29,985,355 |
Proposal Four
Amendment and Restatement of
Power-One, Inc., 2004 Stock Incentive Plan
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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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71,682,252 |
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92.66 |
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5,442,574 |
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236,102 |
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29,985,355 |
Proposal Five
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 Non- |
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106,756,792 |
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99.45 |
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412,006 |
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177,485 |
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-0- |
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 5, 2011 |
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Gary R. Larsen |
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Senior Vice President — Finance and Chief |