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PWER > SEC Filings for PWER > Form 8-K on 24-Jul-2013All Recent SEC Filings

Show all filings for POWER ONE INC

Form 8-K for POWER ONE INC


24-Jul-2013

Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Fina


Item 5.07: Submission of Matters to Vote of Stockholders.

A special meeting of stockholders (the "Special Meeting") of Power-One, Inc. ("Power-One" or the "Company") was held on July 23, 2013. The matters acted upon at the Special Meeting are described in more detail in the Company's proxy statement filed by the Company with the Securities and Exchange Commission on June 20, 2013 and first mailed to the Company's stockholders on or about June 20, 2013. Proxies were solicited by the Company pursuant to Regulation 14 under the Securities Exchange Act of 1934 for the following three proposals:

Proposal 1: To adopt the Agreement and Plan of Merger, as it may be amended from time to time, dated as of April 21, 2013 ("Merger Agreement"), by and among Power-One, ABB Ltd, a corporation organized under the laws of Switzerland, ("ABB"), and Verdi Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of ABB, ("Merger Sub"), which provides for the merger of Merger Sub with and into Power-One, with Power-One continuing as the surviving corporation (the "Merger");

Proposal 2: To approve, by a nonbinding advisory vote, the specified compensation disclosed in the Company's definitive proxy statement for the Special Meeting, that may be payable to Power-One's named executive officers in connection with the consummation of the Merger; and

Proposal 3: To approve the adjournment or postponement of the Special Meeting of Stockholders, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

A total of 98,085,078 shares of the common stock eligible to vote at the meeting, or 74.82% of a total of 131,096,719 shares of common stock outstanding and entitled to vote as of June 18, 2013 (the record date for the Special Meeting), were present in person or represented by proxy. All of the issued and outstanding shares of the Company's Series C Junior Participating Convertible Preferred Stock (the "Preferred Stock") were represented by proxy and voted in favor of Proposal 1, Adoption of the Merger Agreement. No vote of the Preferred Stock was required in respect of Proposals 2 and 3.

The following is a tabulation of the votes of common stock with respect to each of the proposals:

Proposal One

Adoption of the Merger Agreement

Votes of Common % of Voted Votes of Votes of Common Common Stock For Shares of Common Stock Stock Common Stock Against Withheld/Abstained Broker Stock Non-Votes Voting For
96,130,926 97.98% 1,925,923 53,146 N/A

Votes of Preferred % of Voted Votes of Votes of Preferred Preferred Stock For Shares of Preferred Stock Stock Common Stock Against Withheld/Abstained Broker Stock Non-Votes Voting For
24,917.00055 100% 0 0 N/A

Proposal Two

Nonbinding Advisory Vote on

Named Executive Officer Compensation

Votes of Common % of Voted Votes of Votes of Common Common Stock For Shares of Common Stock Stock Withheld/ Stock Common Against Abstained Broker Stock Non-Votes Voting For
79,807,336 81.34% 14,921,391 3,381,268 N/A


Proposal Three

Adjournment or Postponement of the Special Meeting

Votes of % of Voted Votes of Votes of Common Common Common Stock Shares of Common Stock Stock Stock For Common Against Withheld/Abstained Broker Stock Non-Votes Voting For
91,677,050 93.44% 6,289,837 143,108 N/A

Adjournment of the Special Meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement.



Item 7.01: Regulation FD Disclosure.

On July 23, 2013, the Company issued a press release announcing the approval by the Company's stockholders of the acquisition of the Company by ABB Ltd at the Special Meeting. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description

               The exhibit listed below is incorporated herein in its entirety

       99.1    Press Release of Power-One, Inc. dated July 23, 2013 regarding
               approval by the stockholders of the acquisition of the Company by
               ABB Ltd.


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