On May 22, 2012, we held our 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting"), at which our stockholders approved an amendment to the 2008 Employee Stock Purchase Plan (the "ESPP") to increase the total number of shares of our common stock authorized for issuance under the ESPP by 1,500,000 shares. By approving the ESPP, as amended and restated effective May 22, 2012 (the "Amended ESPP"), our stockholders have authorized the issuance of up to an aggregate maximum of 3,000,000 shares of common stock.

The Amended ESPP is administered by the Compensation Committee of our Board of Directors although the Board or the Compensation Committee may delegate administration of the Amended ESPP to one or more committees of the Board.

The Amended ESPP permits eligible employees to purchase shares of our common stock at the end of pre-established offering periods at a maximum 15% discount from the common stock's fair market value on the date of purchase. Purchases are funded through employee payroll deductions (or, if payroll deductions are not permitted by local law, by other permitted methods). The Amended ESPP contains a component whereby purchases are intended to comply with Section 423 of the Internal Revenue Code and a component whereby purchases need not so comply.

The foregoing summary of the Amended ESPP, and the summary of the Amended ESPP set forth in our proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on April 12, 2012, are qualified in their entirety by reference to the full text of the Amended ESPP, which is filed as Exhibit 10.1 to this Current Report.

As described above in Item 5.02, on May 22, 2012, we held our 2012 Annual Meeting. According to the final tabulation, 55,580,172 shares, or approximately 92.89% of the outstanding shares of our common stock, were present either in person or by proxy at this meeting, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

(1) The stockholders elected each of the nine nominees to our Board of Directors for a term expiring at the next Annual Meeting of Stockholders and until their successors are elected and qualified by a majority of the votes cast. The voting for each director was as follows:

                                                                             BROKER
       DIRECTOR                  FOR            AGAINST       ABSTAIN       NON-VOTES
       Keith L. Barnes         47,598,859       3,531,808       54,759       4,394,746
       Eric J. Draut           45,141,149       6,003,088       41,189       4,394,746
       Gregory K. Hinckley     45,491,385       5,615,125       78,916       4,394,746
       Lydia H. Kennard        45,519,450       5,585,590       80,386       4,394,746
       Allen J. Lauer          46,055,027       5,049,244       81,155       4,394,746
       Stephen P. Reynolds     46,679,763       4,414,624       91,039       4,394,746
       Steven B. Sample        46,345,401       4,759,285       80,740       4,394,746
       Oren G. Shaffer         45,754,742       5,349,843       80,841       4,394,746
       Larry D. Yost           45,360,559       5,786,077       38,790       4,394,746

(3) An advisory resolution to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in our proxy statement for the 2012 Annual Meeting was adopted with the votes as shown:

The Board of Directors has determined to hold an advisory vote on the compensation of our named executive officers annually.

(4) The proposed amendment to our 2008 Employee Stock Purchase Plan to increase the total number of authorized shares to 3,000,000 shares was approved with the votes as shown:

(d) Exhibits

Exhibit
Number       Description

10.1         Employee Stock Purchase Plan (as amended and restated effective May
             22, 2012).