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 13, 2014
ALTERA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-16617 | 77-0016691 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 101 Innovation Drive, San Jose, California | 95134 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 544-7000
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.
Altera Corporation (the “Company”) held its Annual Meeting on May 13, 2014, at 2:30 p.m. local time. All of the Company’s nominees for director were re-elected, Proposals 2, 3, 4 and 5 were approved by the Company’s stockholders with the requisite vote, and Proposal 6 was not approved by the Company’s stockholders. The following matters were acted upon at the meeting:
| 1 | Election of directors to serve until the next annual meeting of stockholders: |
| NOMINEES |
FOR | AGAINST | ABSTAIN | BROKER “NON-VOTES” |
||||||||||||
| John P. Daane |
256,899,105 | 4,823,514 | 960,074 | 17,061,957 | ||||||||||||
| T. Michael Nevens |
260,820,716 | 1,637,570 | 224,407 | 17,061,957 | ||||||||||||
| A. Blaine Bowman |
261,961,742 | 492,913 | 228,038 | 17,061,957 | ||||||||||||
| Elisha W. Finney |
262,014,261 | 447,286 | 221,146 | 17,061,957 | ||||||||||||
| Kevin McGarity |
259,666,688 | 2,791,598 | 224,407 | 17,061,957 | ||||||||||||
| Krish A. Prabhu |
260,448,645 | 2,003,920 | 230,128 | 17,061,957 | ||||||||||||
| Shane V. Robison |
259,659,134 | 2,797,293 | 226,266 | 17,061,957 | ||||||||||||
| John Shoemaker |
259,624,930 | 2,840,658 | 217,105 | 17,061,957 | ||||||||||||
| Thomas H. Waechter |
261,359,879 | 1,097,546 | 225,268 | 17,061,957 | ||||||||||||
| FOR | AGAINST | ABSTAIN | BROKER “NON-VOTES” |
|||||||||||||||
| 2 |
Approval of an amendment to the 2005 Equity Incentive Plan to (i) extend the term of the plan, (ii) increase by 3,000,000 the number of shares of common stock reserved for issuance under the plan and (iii) make certain other changes as described in more detail in the proxy statement. | 242,742,853 | 19,712,733 | 227,107 | 17,061,957 | |||||||||||||
| 3 |
Approval of an amendment to the 1987 Employee Stock Purchase Plan to increase by 1,000,000 the number of shares of common stock reserved for issuance under the plan. | 257,094,942 | 5,373,715 | 214,036 | 17,061,957 | |||||||||||||
| 4 |
Approval, on an advisory basis, of named executive officer compensation. | 250,778,912 | 10,903,822 | 999,959 | 17,061,957 | |||||||||||||
| 5 |
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014. | 277,342,600 | 2,052,613 | 349,437 | — | |||||||||||||
| 6 |
A stockholder proposal regarding an independent chair of the board. | 126,407,357 | 136,034,484 | 240,852 | 17,061,957 | |||||||||||||
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.
| ALTERA CORPORATION |
| /s/ Katherine E. Schuelke |
| Katherine E. Schuelke |
| Senior Vice President, General Counsel, and Secretary |
Dated: May 19, 2014