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): September 9, 2015
INVENSENSE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35269 | 01-0789977 | ||
| (State or other Jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1745 Technology Drive, San Jose, Suite 200, CA 95110
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (408) 988-7339
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (e) | Amendment of Employee Stock Purchase Plan |
At the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of InvenSense, Inc. (the “Company”) held on September 9, 2015, the Company stockholders approved an amendment to the Company’s Employee Stock Purchase Plan (the “Amended ESPP”) to increase the number of shares of common stock reserved under the plan for future issuance by 1,000,000 shares. The Board and the Compensation Committee previously approved the Amended ESPP, subject to such stockholder approval. The Company’s executive officers are eligible to participate in the Amended ESPP.
Summaries of the Amended ESPP are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 27, 2015 (the “Proxy Statement”). Those summaries and the above descriptions of the Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended ESPP, which is filed as Exhibit 10.1, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on September 9, 2015, the Company stockholders voted on the following four proposals and cast their votes as set forth below:
Proposal 1: To elect three directors to serve until the 2018 Annual Meeting of Stockholders or until their successors are elected.
| Directors |
For | Withheld | Broker Non-Votes | |||||||||
| Jon Olson |
32,058,923 | 406,716 | 40,336,432 | |||||||||
| Amit Shah |
30,533,891 | 1,931,748 | 40,336,432 | |||||||||
| Yunbei “Ben” Yu |
30,636,739 | 1,828,900 | 40,336,432 | |||||||||
Proposal 2: To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 15,794,779 |
16,473,286 | 197,574 | 40,336,432 |
Proposal 3: To amend the Company’s 2013 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchases by one million shares.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 31,442,628 |
915,283 | 107,728 | 40,336,432 |
Proposal 4: To ratify the selection by the audit committee of the Company’s board of directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending April 3, 2016.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 71,477,857 |
866,306 | 457,908 | — |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 10.1 | InvenSense, Inc. 2013 Employee Stock Purchase Plan, as amended | |
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.
Date: September 15, 2015
| INVENSENSE, INC. | ||
| By: | /s/ Mark Dentinger | |
| Mark Dentinger | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | InvenSense, Inc. 2013 Employee Stock Purchase Plan, as amended | |