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ISSI > SEC Filings for ISSI > Form 8-K on 13-Feb-2013All Recent SEC Filings

Show all filings for INTEGRATED SILICON SOLUTION INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTEGRATED SILICON SOLUTION INC


13-Feb-2013

Change in Directors or Principal Officers, Submission of Matters


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

Amendment to 2007 Incentive Compensation Plan

On February 8, 2013, the stockholders of Integrated Silicon Solution, Inc. (the "Company") approved an amendment to the Company's 2007 Incentive Compensation Plan (the "Plan") to increase the number of shares reserved for issuance under the Plan by 2,000,000 shares (the "Amendment"). The Amendment was approved by the Company's Board of Directors on December 5, 2012. The purpose of the Amendment was to enable the Company to continue to grant equity incentives as a means to attract, incentivize and retain employees. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock (which may be granted in the form of restricted stock shares or RSUs), dividend equivalent rights, and performance units to Company employees, including executive officers, and consultants as well as for automatic grants of awards to the non-employee members of the Company's Board of Directors. The Compensation Committee or its delegates may determine the awards to be made under the Plan.

A copy of the Plan, as amended, is attached hereto as Exhibit 10.1.



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

The Company's Annual Meeting of Stockholders was held on Friday, February 8, 2013 at 3:30 p.m., local time, in San Jose, California.

(a) The following nominees for directors were elected. Each person elected as a director will serve until the next annual meeting of stockholders and until such person's successor is elected and qualified:

     Name of Nominee     Votes in Favor       Votes Withheld       Broker non-votes
     Jimmy S.M. Lee           19,484,126            2,934,326              3,532,496
     Scott D. Howarth         20,077,302            2,341,150              3,532,496
     Kong Yeu Han             19,508,113            2,910,339              3,532,496
     Paul Chien               19,622,422            2,796,030              3,532,496
     Jonathan Khazam          19,622,962            2,795,490              3,532,496
     Keith McDonald           20,020,834            2,397,618              3,532,496
     Stephen Pletcher         19,596,849            2,821,603              3,532,496
     Bruce A. Wooley          19,146,621            3,271,831              3,532,496
     John Zimmerman           20,104,353            2,314,099              3,532,496

(b) The Company's stockholders approved the Amendment with 12,139,317 votes in favor, 10,249,026 votes against, 30,109 votes abstaining and 3,532,496 broker non-votes.

(c) The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2013, with 25,673,477 votes in favor, 213,769 votes against and 63,702 votes abstaining.

(d) The Company's stockholders approved an advisory (non-binding) proposal concerning the Company's executive compensation program with 21,816,838 votes in favor, 496,345 votes against, 105,269 votes abstaining and 3,532,496 broker non-votes.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

              Exhibit
              Number    Description

              10.1      2007 Incentive Compensation Plan, as amended


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