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):
June 11, 2015
_______________________
MONOLITHIC POWER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-51026 |
|
77-0466789 |
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
|
79 Great Oaks Boulevard,
San Jose, CA 95119 |
(Address of principal executive offices) (Zip Code) |
|
(408) 826-0600 |
(Registrant’s telephone number, including area code) |
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.
On June 11, 2015, Monolithic Power Systems, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected two directors to the Company’s board of directors, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015, and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers.
Item No. 1: |
Proposal to elect two Class II directors to the Company’s Board of Directors to serve until the Annual Meeting of Stockholders in 2018. |
Nominee |
For |
Withheld |
Broker Non-Votes |
Karen A. Smith Bogart |
34,618,473 |
527,044 |
2,188,558 |
Jeff Zhou |
35,073,846 |
71,671 |
2,188,558 |
Item No. 2: |
Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. |
For |
Against |
Abstain |
Broker Non-Votes |
36,107,757 |
1,170,456 |
55,862 |
0 |
Item No. 3: |
Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers. |
For |
Against |
Abstain |
Broker Non-Votes |
34,819,110 |
134,237 |
191,769 |
2,188,959 |
Item 8.01 Other Events.
On June 11, 2015, the Company issued a press release announcing the quarterly cash dividend for the second quarter of 2015. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit No |
Description |
99.1 |
Press release dated June 11, 2015, announcing the results of the 2015 Annual Meeting of Stockholders and the quarterly cash dividend for the second quarter of 2015. |
Exhibit Index
Exhibit No |
Description |
99.1 |
Press release dated June 11, 2015, announcing the results of the 2015 Annual Meeting of Stockholders and the quarterly cash dividend for the second quarter of 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, thereunto duly authorized.
Date: June 12, 2015 |
By: |
/s/ Saria Tseng |
|
|
Saria Tseng
Vice President, General Counsel |
Exhibit 99.1
|
PRESS RELEASE
For Immediate Release |
Monolithic Power Systems, Inc.
79 Great Oaks Boulevard
San Jose, CA 95119 USA
T: 408-826-0600, F: 408-826-0601
www.monolithicpower.com
Monolithic Power Systems Announces
Results of 2015 Annual Meeting of Stockholders and Second Quarter Dividend
SAN JOSE, Calif. June 11, 2015--Monolithic Power Systems (MPS) (Nasdaq: MPWR), a leading company in high performance power solutions, today announced that at the 2015 Annual Meeting of Stockholders held on June 11, 2015, the stockholders of MPS approved, on an advisory basis, the 2014 compensation of MPS’ executive officers, re-elected two current directors of MPS, and ratified the appointment of MPS’ independent auditors for 2015.
The vote in favor of the resolution to approve the 2014 compensation of MPS’ executive officers was 99% of the votes cast on the resolution, each of the two directors was re-elected with more than 98% of the votes, and the appointment of MPS’ independent auditors was approved with 97% of the votes.
“On behalf of the Board and management, I sincerely thank our stockholders for their overwhelming support for our proposals, including the executive compensation plan,” said Michael Hsing, CEO and President of MPS.
Second Quarter Dividend
MPS also announced today its second quarter dividend of $0.20 per common share to all stockholders of record as of the close of business on June 30, 2015. The dividend will be paid on July 15, 2015.
Safe Harbor Statement
This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management's beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, assumptions and uncertainties, including those described in our most recent Quarterly Report on Form 10-Q and in other documents that we file or furnish with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those projected, and may affect our future operating results, financial position and cash flows. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by law, MPS does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the initial distribution of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
About Monolithic Power Systems, Inc.
Monolithic Power Systems (MPS) is a leading company in high performance power solutions. Founded in 1997, MPS pioneered integrated power semiconductor solutions and power delivery architectures. MPS' mission is to provide innovative power solutions in Cloud Computing, Telecom, Industrial and Automotive, and Consumer market segments. MPS has over 1,000 employees worldwide, located in the United States, China, Taiwan, Korea, Japan and across Europe.
###
Monolithic Power Systems, MPS, and the MPS logo are registered trademarks of Monolithic Power Systems, Inc. in the U.S. and trademarked in certain other countries.
Contact:
Meera Rao
Chief Financial Officer
Monolithic Power Systems, Inc.
408-826-0777
investors@monolithicpower.com
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