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| TUNE > SEC Filings for TUNE > Form 8-K on 27-Apr-2009 | All Recent SEC Filings |
27-Apr-2009
Entry into a Material Definitive Agreement, Change in Directors or Principal Office
2009 Annual Meeting of Stockholders
At the 2009 annual meeting of stockholders (the "Annual Meeting") of Microtune, Inc., a Delaware corporation (the "Company"), held on April 24, 2009, the Company's stockholders approved proposals to:
(i) amend and restate the Amended and Restated Microtune, Inc. 2000 Stock Plan (the "2000 Stock Plan") to increase the number of shares of common stock that may be issued under the 2000 Stock Plan by 2,000,000 shares from 11,054,496 shares to 13,054,496 shares and to make certain technical revisions and improvements to the 2000 Stock Plan;
(ii) amend and restate the Amended and Restated Microtune, Inc. 2000 Director Option Plan (the "2000 Director Plan") to change the form of equity awards under the plan from awards of nonstatutory stock options to awards of restricted stock units, to make certain technical revisions and improvements to the plan and to rename the 2000 Director Plan as the Amended and Restated Microtune, Inc. 2000 Director Stock Plan (the "2000 Director Stock Plan"); and
(iii) ratify the amendment and restatement of the Amended and Restated Microtune, Inc. 2000 Employee Stock Purchase Plan (the "2000 ESPP") to increase the number of shares of common stock that may be issued under the 2000 ESPP by 600,000 shares from 2,180,000 shares to 2,780,000 shares.
Summaries of the material terms of the 2000 Stock Plan, the 2000 Director Stock Plan and the 2000 ESPP (which reflect the amendments approved at the Annual Meeting) can be found in the Company's Definitive Proxy Statement on Schedule 14A, filed on March 12, 2009 (the "Proxy Statement"), and such summaries are incorporated by reference herein. Copies of the 2000 Stock Plan, the 2000 Director Stock Plan and the 2000 ESPP (which reflect the amendments approved at the Annual Meeting) have been filed as Appendices 1, 2 and 3, respectively, to the Proxy Statement and are incorporated herein by reference.
(e)
Amendment and Restatement of Incentive Plans
The information set forth under Item 1.01 above regarding the 2000 Stock Plan, the 2000 Director Stock Plan and the 2000 ESPP is incorporated herein by reference.
2009 Annual Meeting of Stockholders
On April 24, 2009, the Company held its Annual Meeting. There were 43,552,296 shares represented in person or by valid proxies, constituting 84% of the 52,082,021 shares outstanding on the record date of March 2, 2009. The stockholders approved all five of the proposals submitted by the Company for consideration at the Annual Meeting. With regard to the proposals offered for consideration, the following votes were cast:
Proposal 1: Election of Directors
At the Annual Meeting, stockholders voted on the election of directors. Each of the Company's nine directors was nominated for election. As a result of the election, Messrs. Ciciora, Clardy, Craddock, Fontaine, LeVecchio, Marren, Schueppert, Tai, and White were duly elected as directors of the Company to serve until the 2010 annual meeting of stockholders. The results of the voting were as follows:
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% of % of
% of % of Voting Outstanding
Nominee For Voting Outstanding Withheld Withheld Withheld
Walter S. Ciciora 41,783,509 95.94 % 80.23 % 1,768,787 4.06 % 3.40 %
James H. Clardy 41,827,641 96.05 % 80.31 % 1,724,655 3.95 % 3.31 %
Steven Craddock 37,493,723 86.09 % 71.99 % 6,058,573 13.91 % 11.63 %
James A. Fontaine 42,169,625 96.83 % 80.97 % 1,382,671 3.17 % 2.65 %
Anthony J. LeVecchio 37,480,697 86.06 % 71.96 % 6,071,599 13.94 % 11.66 %
Bernard T. Marren 41,864,461 96.13 % 80.38 % 1,687,835 3.87 % 3.24 %
Michael T. Schueppert 42,218,981 96.94 % 81.06 % 1,333,315 3.06 % 2.56 %
William P. Tai 41,801,757 95.99 % 80.26 % 1,750,539 4.01 % 3.36 %
A. Travis White 37,527,600 86.17 % 72.05 % 6,024,696 13.83 % 11.57 %
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Proposal 2: Approval of the Amendment and Restatement of the 2000 Stock Plan to Increase the Number of Shares That May Be Issued Under the 2000 Stock Plan and to Make Certain Technical Revisions and Improvements to the 2000 Stock Plan
At the Annual Meeting, stockholders voted on a proposal to amend and restate the 2000 Stock Plan to increase the number of shares of common stock that may be issued under the 2000 Stock Plan by 2,000,000 shares from 11,054,496 shares to 13,054,496 shares and to make certain technical revisions and improvements to the 2000 Stock Plan. The results of the voting were as follows:
% of % of
Shares Voting Outstanding
For 23,500,291 74.75 % 45.12 %
Against 7,933,688 25.23 % 15.23 %
Abstain 3,337 0.01 % 0.00 %
Broker Non-Vote 12,114,980 N/A N/A
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Proposal 3: Approval of the Amendment and Restatement of the 2000 Director Plan to Change the Form of Equity Awards under the Plan from Awards of Nonstatutory Stock Options to Awards of Restricted Stock Units and to Make Certain Technical Revisions and Improvements to the 2000 Director Plan
At the Annual Meeting, stockholders voted on a proposal to amend and restate the 2000 Director Plan to change the form of equity awards under the plan from awards of nonstatutory stock options to awards of restricted stock units, to make certain technical revisions and improvements to the plan and to rename the 2000 Director Plan as the Amended and Restated Microtune, Inc. 2000 Director Stock Plan. The results of the voting were as follows:
% of % of
Shares Voting Outstanding
For 27,109,582 86.23 % 52.05 %
Against 4,322,865 13.75 % 8.30 %
Abstain 4,869 0.01 % 0.00 %
Broker Non-Vote 12,114,980 N/A N/A
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At the Annual Meeting, stockholders voted on a proposal to ratify the amendment and restatement of the 2000 ESPP to increase the number of shares of common stock that may be issued under the 2000 ESPP by 600,000 shares from 2,180,000 shares to 2,780,000 shares. The results of the voting were as follows:
% of % of
Shares Voting Outstanding
For 29,909,489 95.14 % 57.42 %
Against 1,522,790 4.84 % 2.92 %
Abstain 5,037 0.01 % 0.00 %
Broker Non-Vote 12,114,980 N/A N/A
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Proposal 5: Ratification of Appointment of Independent Auditors
At the Annual Meeting, stockholders voted on a proposal to ratify the appointment of KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2009. The results of the voting were as follows:
% of % of
Shares Voting Outstanding
For 38,358,257 88.07 % 73.64 %
Against 5,144,536 11.81 % 9.87
Abstain 49,503 0.11 % 0.09 %
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(d) Exhibits.
Exhibit Number Description 10.1(1) Amended and Restated Microtune, Inc. 2000 Stock Plan. 10.2(1) Amended and Restated Microtune, Inc. 2000 Director Stock Plan. 10.3(1) Amended and Restated Microtune, Inc. 2000 Employee Stock Purchase Plan. |
(1) Incorporated by reference to the Registrant's Definitive Proxy Statement on Schedule 14A filed on March 12, 2009.
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