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IRF > SEC Filings for IRF > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for INTERNATIONAL RECTIFIER CORP /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTERNATIONAL RECTIFIER CORP /DE/


6-Nov-2012

Submission of Matters to a Vote of Security Holders, Regulation


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2012 annual meeting of stockholders (the "Annual Meeting") on November 6, 2012.

(b) At the Annual Meeting, stockholders voted on the following three proposals (described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 27, 2012). The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 Proposal for Election of Directors. The following nominees for election to hold office for a term ending at the 2013 annual meeting of stockholders received the number of votes set forth opposite their respective names:

                                             Broker Non-
                       For       Withheld       Votes
Robert S. Attiyeh   58,669,616     692,255     4,552,603
Mary B. Cranston    56,943,540   2,418,331     4,552,603
Richard J. Dahl     59,116,968     244,903     4,552,603
Dwight W. Decker    58,695,714     666,157     4,552,603
Didier Hirsch       58,718,151     643,720     4,552,603
Oleg Khaykin        59,117,807     244,064     4,552,603
Thomas A. Lacey     58,697,814     664,057     4,552,603
James D. Plummer    57,162,795   2,199,076     4,552,603
Barbara L. Rambo    58,577,758     784,113     4,552,603
Rochus E. Vogt      57,151,313   2,210,558     4,552,603

All ten nominees listed above were elected to serve for a term ending at the Company's 2013 annual meeting of stockholders.

Proposal 2 Proposal to approve, by non-binding vote, the compensation of the Company's named executive officers. The advisory proposal to approve, by non-binding vote, the compensation of the Company's named executive officers received the following votes:

For Against Abstentions Broker Non-Votes 57,133,648 2,162,120 66,103 4,552,603

The advisory proposal was approved.

Proposal 3 Proposal for ratification of appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2013 fiscal year. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013 received the following votes:

For Against Abstentions Broker Non-Votes 60,554,552 3,292,234 67,688 N/A

The appointment of Ernst & Young LLP was ratified.



Item 7.01. Regulation FD Disclosure.

On November 6, 2012, the Company issued a press release announcing the results of the Annual Meeting. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. The furnishing of the information in this Item 7.01 of this report is not intended


to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.



Item 9.01. Financial Statement and Exhibits

(d) Exhibits

Exhibit Number                                Description
99.1              Press release of International Rectifier Corporation, dated
                  November 6, 2012, announcing results of the 2012 annual meeting of
                  stockholders.

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