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FEIC > SEC Filings for FEIC > Form 8-K on 9-May-2013All Recent SEC Filings

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Form 8-K for FEI CO


9-May-2013

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Ho


Item 1.01. Entry into a Material Definitive Agreement.

On May 9, 2013 at our Annual Meeting of Shareholders of FEI Company ("FEI"), our shareholders approved: (i) an amendment to our 1995 Stock Incentive Plan (A) to increase the number of shares of our common stock reserved for issuance under the plan from 10,750,000 to 11,000,000, and (B) to change the terms of the initial equity grants to new non-employee directors and the annual automatic equity grants to continuing non-employee directors; and (ii) an amendment to the FEI Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan from 3,700,000 to 3,950,000. A copy of each of these amended plans are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.



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

On May 9, 2013 FEI held its Annual Meeting of Shareholders. Final voting results for each proposal are set forth in the tables below.

Proposal 1 - To elect members of FEI's Board of Directors to serve for the following year and until their successors are duly elected and qualified.

Each nominee for director was elected by a vote of the shareholders as follows:

Nominees                     For       Withheld    Broker Non-Votes

Homa Bahrami              34,006,458   1,071,835      1,966,350
Arie Huijser              34,006,697   1,071,596      1,966,350
Don R. Kania              33,689,673   1,388,620      1,966,350
Thomas F. Kelly (Chair)   34,008,450   1,069,843      1,966,350
Jan C. Lobbezoo           33,287,399   1,790,894      1,966,350
Jami Nachtsheim           33,949,663   1,128,630      1,966,350
Gerhard H. Parker         33,397,466   1,680,827      1,966,350
James T. Richardson       34,004,725   1,073,568      1,966,350
Richard H. Wills          33,950,910   1,127,383      1,966,350

Proposal 2 - To consider and vote on a proposal to amend FEI's 1995 Stock Incentive Plan: (i) to increase the number of shares of our common stock reserved for issuance under the plan by 250,000 shares, and (ii) to change the terms of the initial equity grants to new non-employee directors and the annual automatic equity grants to continuing non-employee directors.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

33,035,946 1,997,401 44,946 1,966,350

Proposal 3 - To consider and vote on a proposal to amend FEI's Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan by 250,000 shares.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

34,835,814 199,463 43,016 1,966,350


Proposal 4 - To approve, on an advisory basis, the appointment of KPMG LLP as FEI's independent registered public accounting firm for the year ending December 31, 2013.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

36,907,059 84,014 53,570 -

Proposal 5 - To approve, on an advisory basis, FEI's executive compensation.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

34,085,906 936,719 55,668 1,966,350



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                 Description

   10.1       1995 Stock Incentive Plan, as amended

   10.2       Employee Share Purchase Plan, as amended


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