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LTXC > SEC Filings for LTXC > Form 8-K on 30-Nov-2012All Recent SEC Filings

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Form 8-K for LTX-CREDENCE CORP


30-Nov-2012

Submission of Matters to a Vote of Security Holders


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

At the annual meeting of stockholders of the Company held on November 28, 2012 (the "2012 Annual Meeting"), the Company's stockholders voted on the proposals described below as follows:

1. The following nominees were elected to the Company's Board of Directors to serve as Class II Directors for three-year terms expiring at the 2015 annual meeting of stockholders. The tabulation of the votes cast for each such nominee at the 2012 Annual Meeting is set forth below.

                                   For       Withheld    Broker Non-Votes
             Roger W. Blethen   31,927,297   4,466,580      8,611,557
              Roger J. Maggs    32,410,107   3,983,770      8,611,557

Following the 2012 Annual Meeting, Mark S. Ain, David G. Tacelli, and Jorge L. Titinger, currently serving as Class III Directors with terms expiring at the 2013 annual meeting of the stockholders, and Stephen M. Jennings and Bruce R. Wright, currently serving as Class I Directors and having three-year terms expiring at the 2014 annual meeting of the stockholders, continued in office.

2. A non-binding, advisory vote on the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the 2012 Annual Meeting, including the disclosures under the heading "Compensation Discussion and Analysis," the compensation tables, and any related materials included in such proxy statement was approved. The tabulation of the votes cast with respect to this proposal at the 2012 Annual Meeting is set forth below.

                         For:                  34,725,989
                         Against:               1,525,160
                         Abstain:                 142,728
                         Broker Non-Votes:      8,611,557

3. The second amended and restated Company 2004 Employee Stock Purchase Plan was approved. The tabulation of the votes cast with respect to this proposal at the 2012 Annual Meeting is set forth below.

                         For:                  35,676,838
                         Against:                 336,155
                         Abstain:                 380,884
                         Broker Non-Votes:      8,611,557

4. The appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending July 31, 2013 was ratified. The tabulation of the votes cast with respect to this proposal at the 2012 Annual Meeting is set forth below.

                             For:         42,020,676
                             Against:      2,918,725
                             Abstain:         66,033


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