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CRAY > SEC Filings for CRAY > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for CRAY INC


17-Jun-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, S


Item 1.01. Entry Into a Material Definitive Agreement.

On June 13, 2013, shareholders of Cray Inc. (the "Company") approved the adoption of the Cray Inc. 2013 Equity Incentive Plan (the "2013 Plan"), which was previously approved by the Board of Directors of the Company. The 2013 Plan is intended to aid the Company in attracting and retaining employees, directors, consultants, independent contractors and advisors and further align their interests and those of the shareholders by continuing to link a portion of their compensation with Cray's performance. The 2013 Plan is administered by the Compensation Committee of the Board of Directors, who will grant awards of stock options or other stock based awards. Employees, directors, consultants and independent contractors of the Company who provide bona fide services to the Company and its affiliates are eligible to participate under the 2013 Plan. A total of 3,500,000 shares of common stock, plus (i) any reserved shares not issued or not subject to outstanding grants under the 2003 Stock Option Plan, 2004 Long-Term Equity Compensation Plan, 2006 Long-Term Equity Compensation Plan, 2009 Long-Term Equity Compensation Plan (together, the "Prior Plans") on the June 13, 2013 ("Effective Date"); (ii) shares that are subject to options or other awards granted under the Prior Plans that cease to be subject to awards by forfeiture or otherwise after the Effective Date for any reason; (iii) shares issued under the Prior Plans before or after the Effective Date pursuant to the exercise of options or stock appreciation rights that are, after the Effective Date, forfeited, (iv) shares issued under the Prior Plans that are repurchased by the Company at the original issue price; and (v) shares that are subject to options or other awards granted under the Prior Plans that otherwise terminate without shares of Common Stock being issued, in each case, regardless of the type of award that could be issued with respect to such shares under the Prior Plans have been reserved for awards under the 2013 Plan.

The foregoing is a summary of the 2013 Plan and does not purport to be complete. The foregoing is qualified in its entirety by reference to the 2013 Plan, a copy of which is filed as Exhibit 4.4 on the Form S-8 Registration Statement filed on June 14, 2013 and is incorporated herein by reference.



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

(e) The disclosures made under Item 1.01 above are hereby incorporated by reference into this Item 5.02(e).



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

The Company held its Annual Meeting of Shareholders on June 13, 2013 to
(i) elect eight directors to the Board of Directors, each to serve a one-year term ("Election of Directors"), (ii) ratify the appointment of Peterson Sullivan LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2013 ("Auditor Ratification"), (iii) approve the 2013 Plan, and (iv) vote, in an advisory or non-binding vote, on the compensation of the Company's named executive officers as described in the Company's proxy statement relating to its 2013 annual meeting of shareholders ("Advisory Compensation Vote"). As of April 11, 2013, the record date for the Annual Meeting, there were 39,625,796 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 34,601,323 shares of common stock were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Annual Meeting are set forth below.

   Proposal: Election of Directors

                                                                              Broker
   Names                                         For          Withheld       Non-Votes
   Prithviraj Banerjee                         26,647,629       116,884       7,836,810
   John B. Jones, Jr.                          26,745,539        18,974       7,836,810

--------------------------------------------------------------------------------
             Stephen C. Kiely        26,705,729       58,784       7,836,810
             Frank L. Lederman       26,740,885       23,628       7,836,810
             Sally G. Narodick       26,739,214       25,299       7,836,810
             Daniel C. Regis         26,745,676       18,837       7,836,810
             Stephen C. Richards     26,745,121       19,392       7,836,810
             Peter J. Ungaro         26,735,189       29,324       7,836,810




 Proposals:
                                                                                       Broker
                                      For            Against         Abstain         Non-Votes
 Auditor Ratification               34,511,138          62,084          28,101
 2013 Plan                          19,920,618       6,813,726          30,169          7,836,810
 Advisory Compensation Vote         26,369,607         315,045          79,861          7,836,810


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