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): October 6, 2015

 

 

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 a Special Meeting of Stockholders on October 6, 2015 at 2:30 p.m., Pacific time (the “Special Meeting”). Proposals 1 and 3 were approved by the Company’s stockholders with the requisite vote. In light of the approval of Proposal 1, Proposal 2 was rendered moot and was not presented at the Special Meeting. The following matters were acted upon at the Special Meeting:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES
Proposal 1: To adopt the Agreement and Plan of Merger, dated as of May 31, 2015, by and among Intel Corporation, 615 Corporation and Altera Corporation, as it may be amended from time to time.      240,706,844         1,219,522         4,375,660       0
The proposal received the necessary votes to be approved.            
Proposal 3: To approve, by non-binding, advisory vote, compensation that will or may become payable by Altera Corporation to its named executive officers in connection with the merger contemplated by the merger agreement.      231,567,704         8,974,479         5,759,843       0
The proposal received the necessary votes to be approved.            

Item 8.01. Other Events.

On October 6, 2015, the Company issued a press release regarding the results of the Special Meeting. The press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

99.1    Press release dated October 6, 2015

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: October 7, 2015

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press release dated October 6, 2015


Exhibit 99.1

 

INVESTOR CONTACT    MEDIA CONTACT

Scott Wylie — Vice President

    Sue Martenson — Senior Manager

Investor Relations

    Public Relations

(408) 544-6996

    (408) 544-8158
swylie@altera.com    newsroom@altera.com

ALTERA STOCKHOLDERS APPROVE MERGER WITH INTEL

San Jose, Calif., — Oct. 6, 2015 — Altera Corporation (NASDAQ: ALTR) today announced that its stockholders have overwhelmingly approved its pending merger with Intel Corporation, with more than 97 percent of votes cast in favor of the merger.

Altera and Intel entered into an agreement on May 31, 2015, providing for Altera to merge with Intel. The closing of the merger is subject to regulatory review and other customary conditions.

About Altera

Altera® programmable solutions enable designers of electronic systems to rapidly and cost effectively innovate, differentiate and win in their markets. Altera offers FPGA, SoC, CPLD products, and complementary technologies, such as power solutions, to provide high-value solutions to customers worldwide. Visit Altera at www.Altera.com.

###

ALTERA, ARRIA, CYCLONE, ENPIRION, MAX, MEGACORE, NIOS, QUARTUS and STRATIX words and logos are trademarks of Altera Corporation and registered in the U.S. Patent and Trademark Office and in other countries. All other words and logos identified as trademarks or service marks are the property of their respective holders as described at www.altera.com/legal.

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