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DTSI > SEC Filings for DTSI > Form 8-K on 10-Jun-2013All Recent SEC Filings

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Form 8-K for DTS, INC.


10-Jun-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


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

(e) As reported below in Item 5.07, on June 6, 2013, the stockholders of DTS, Inc. (the "Company") approved the Company's 2013 Employee Stock Purchase Plan (the "ESPP") and the Company's 2013 Foreign Subsidiary Employee Stock Purchase Plan (the "Foreign Sub ESPP" and together with the ESPP, the "Plans") at the Company's Annual Meeting of Stockholders. The Company's Board of Directors approved the Plans on November 13, 2012, subject to approval by the Company's stockholders. The Plans are intended to comply with Section 423 of the Internal Revenue Code.

A summary of the Plans was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2013 (the "Proxy Statement"), which is incorporated herein by reference.



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

On June 6, 2013, the Company held its Annual Meeting of Stockholders. Of the 18,264,719 shares of the Company's common stock outstanding as of the record date, 17,076,144 shares were represented at the meeting. The stockholders considered five proposals at the meeting, each of which is described in more detail in the Proxy Statement. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders elected three Class I directors to hold office until the 2016 Annual Meeting of Stockholders, or until their successors are duly elected and qualified or until their earlier death, resignation or removal, by the following votes:

                                                      Broker
Name of Directors Elected      For       Withhold    Non-Votes
Craig S. Andrews            11,896,819   4,069,210   1,110,115
L. Gregory Ballard          14,680,166   1,285,863   1,110,115
Bradford D. Duea            13,209,309   2,756,720   1,110,115

The following individuals are continuing directors with terms expiring upon the 2014 Annual Meeting of Stockholders: Joerg D. Agin, Jon E. Kirchner and Thomas C.K. Yuen.

The following individuals are continuing directors with terms expiring upon the 2015 Annual Meeting of Stockholders: V. Sue Molina and Ronald N. Stone.

Proposal 2. The stockholders approved the DTS, Inc. 2013 Employee Stock Purchase Plan by the following vote:

                                  Broker
   For       Against   Abstain   Non-Votes
15,920,948   34,521    10,560    1,110,115

Proposal 3. The stockholders approved the DTS, Inc. 2013 Foreign Subsidiary Employee Stock Purchase Plan by the following vote:

                                  Broker
   For       Against   Abstain   Non-Votes
15,921,922   35,012     9,095    1,110,115

Proposal 4. The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers by the following vote:

                                   Broker
   For       Against    Abstain   Non-Votes
8,749,844   7,211,093    5,092    1,110,115

Proposal 5. The stockholders ratified the appointment of Grant Thornton LLP to serve as the Company's independent registered public accountant for the 2013 fiscal year by the following vote:

For Against Abstain
17,058,765 6,992 10,387




Item 8.01 Other Events.

On June 6, 2013 the Board reelected Joerg D. Agin as the Board's lead independent director for the ensuing year, effective immediately.


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