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CYMI > SEC Filings for CYMI > Form 8-K on 5-Feb-2013All Recent SEC Filings

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Form 8-K for CYMER INC


5-Feb-2013

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits


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

(a) Cymer, Inc., a Nevada corporation ("Cymer"), held a special meeting (the "Special Meeting") of Cymer stockholders on February 5, 2013. At the Special Meeting, Cymer stockholders approved the Agreement and Plan of Merger, dated as of October 16, 2012 (the "Merger Agreement"), by and among ASML Holding N.V., a Netherlands public limited liability company (naamloze vennootschap) ("ASML"), Kona Acquisition Company, Inc., a Nevada corporation and a wholly owned subsidiary of Holdco, and Cymer and, solely for the purposes set forth therein, ASML US Inc., a Delaware corporation and an indirect wholly owned subsidiary of ASML ("Holdco") and Kona Technologies, LLC, a Nevada limited liability company and a wholly owned subsidiary of Holdco. Sufficient votes were received to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement, but an adjournment was not necessary in light of the approval of the Merger Agreement. In addition, the non-binding advisory proposal to approve certain compensation arrangements for Cymer's named executive officers in connection with the merger contemplated by the Merger Agreement was also approved by Cymer stockholders.

(b) The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:

1. To approve the Agreement and Plan of Merger, dated as of October 16, 2012, by and among ASML Holding N.V., ASML US Inc., Kona Technologies, LLC, Kona Acquisition Company, Inc. and Cymer Inc., as may be amended.

For Against Abstain Broker Non-Votes
[26,005,181] [9,925] [1,605] [0]

2. To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal.

For Against Abstain Broker Non-Votes
[24,671,471] [1,344,050] [1,190] [0]

3. To approve a non-binding advisory proposal to approve certain compensation arrangements for Cymer's named executive officers in connection with the merger.

                  For          Against      Abstain    Broker Non-Votes
              [20,959,110]   [4,924,975]   [132,626]         [0]


(c) Not applicable

(d) Not applicable

On February 5, 2013, Cymer issued a press release announcing the results of the Special Meeting. The press release, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

      Exhibit
      Number    Description

      99.1      Press release issued by Cymer, Inc., dated February 5, 2013.


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