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CREE > SEC Filings for CREE > Form 8-K on 25-Oct-2012All Recent SEC Filings

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Form 8-K for CREE INC


25-Oct-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On October 23, 2012, the shareholders of Cree, Inc. (the "Company") approved an amendment to the Company's 2004 Long-Term Incentive Compensation Plan (the "Plan"). The Plan was amended to increase the number of shares that may be issued under the Plan by 4,000,000 shares.

The terms of the Plan are set forth under the caption "Proposal No. 2-Approval of Amendment to 2004 Long-Term Incentive Compensation Plan" in the Company's definitive proxy statement for the Company's 2012 annual meeting filed with the Securities and Exchange Commission on September 5, 2012. Such description is incorporated herein by reference and is qualified in its entirety by reference to the Plan, as amended, filed as Exhibit 10.1 to this report on Form 8-K.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Shareholders on October 23, 2012. The shareholders considered four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 5, 2012.

Proposal No. 1: Election of eight nominees to serve as directors. The votes were cast as follows:

Name                 Votes For    Votes Withheld

Charles M. Swoboda   55,707,688     21,206,787
Clyde R. Hosein      55,151,986     21,762,489
Robert A. Ingram     54,847,833     22,066,642
Franco Plastina      55,152,563     21,761,912
Alan J. Ruud         56,781,641     20,132,834
Robert L. Tillman    55,147,799     21,766,676
Harvey A. Wagner     55,110,659     21,803,816
Thomas H. Werner     55,152,753     21,761,722

Broker Non-Votes: 22,946,798

All nominees were elected.

Proposal No. 2: Approval of an amendment to the 2004 Long-Term Incentive Compensation Plan to increase the number of shares authorized for issuance under the plan and to decrease the number of shares that can be awarded as restricted stock, stock units and performance units. The votes were cast as follows:

                                         Votes For     Votes Against    Abstained
Approval of 2004 Long-Term Incentive
Compensation Plan amendment              57,793,722     18,830,867       289,886

Broker Non-Votes: 22,946,798

Proposal No. 2 was approved.


Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending June 24, 2012. The votes were cast as follows:

                                         Votes For     Votes Against    Abstained

Ratification of Ernst & Young LLP
appointment                              98,591,784       776,229        493,260

Proposal No. 3 was approved.

Proposal No. 4: Advisory (nonbinding) vote to approve executive compensation. The votes were cast as follows:

                                         Votes For     Votes Against    Abstained
Advisory (nonbinding) vote to approve
executive compensation                   74,733,866      1,948,744       231,865

Broker Non-Votes: 22,946,798

Proposal No. 4 was approved.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description of Exhibit

10.1 2004 Long-Term Incentive Compensation Plan, as amended


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