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NLST > SEC Filings for NLST > Form 8-K on 11-Jun-2013All Recent SEC Filings

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Form 8-K for NETLIST INC


Submission of Matters to a Vote of Security Holders

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

On June 10, 2013, Netlist, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at the office of Merrill Corporation located at 2603 Main Street, Suite 100, Irvine, CA. The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 29, 2013. As of April 24, 2013, the record date for the Annual Meeting, there were 30,409,553 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting. A total of 25,206,455 shares, which constituted a quorum, were present or represented at the Annual Meeting. Set forth below are the final voting results for each of the four proposals submitted to a vote of the Company's stockholders at the Annual Meeting:

Proposal 1 - Election of Directors. The stockholders elected the following four persons as directors of the Company, each to serve as such for a term of one year (ending at the time of the Company's annual meeting of stockholders to be held in 2014) or until their successors are duly elected and qualified or until their earlier resignation or removal. The votes cast were as follows:

                                             Broker Non-
Directors              For       Withheld       Vote
Chun Ki Hong        10,472,530     479,123    14,254,802
Thomas F. Lagatta   10,507,045     444,608    14,254,802
Claude M. Leglise   10,516,070     435,583    14,254,802
Alan H. Portnoy      9,688,950   1,262,703    14,254,802

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KMJ Corbin & Company LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 28, 2013. The votes cast were as follows:

   For       Against   Abstain   Non-Vote

23,639,055   570,383   997,017          -

Proposal 3 - Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The votes cast were as follows:

                                    Broker Non-
   For       Against     Abstain       Vote

3,695,586   1,444,771   5,811,296    14,254,802

Proposal 4 - Advisory Vote on the Frequency of Advisory Votes on Executive Compensation. The stockholders determined, on an advisory basis, that the preferred frequency for advisory votes on the Company's executive compensation is every year. The votes cast were as follows:

                                              Broker Non-
 1 Year     2 Years    3 Years     Abstain       Vote
2,739,495    67,935   2,370,500   5,773,723    14,254,802

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