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IRF > SEC Filings for IRF > Form 8-K on 4-Nov-2013All Recent SEC Filings

Show all filings for INTERNATIONAL RECTIFIER CORP /DE/

Form 8-K for INTERNATIONAL RECTIFIER CORP /DE/


4-Nov-2013

Submission of Matters to a Vote of Security Holders, Regulation


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

(a) The Company held its 2013 annual meeting of stockholders (the "Annual Meeting") on November 4, 2013.

(b) At the Annual Meeting, stockholders voted on the following three proposals (described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 25, 2013). The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1 Proposal for Election of Directors. The following nominees for election to hold office for a term ending at the 2014 annual meeting of stockholders received the number of votes set forth opposite their respective names:

                       For       Withheld    Broker Non- Votes
Robert S. Attiyeh   59,274,073     467,425           4,449,750
Mary B. Cranston    54,318,636   5,422,862           4,449,750
Richard J. Dahl     59,603,858     137,640           4,449,750
Dwight W. Decker    59,284,185     457,313           4,449,750
Didier Hirsch       59,285,547     455,951           4,449,750
Oleg Khaykin        59,609,267     132,231           4,449,750
Thomas A. Lacey     58,980,658     760,840           4,449,750
James D. Plummer    58,936,364     805,134           4,449,750
Barbara L. Rambo    59,067,301     674,197           4,449,750
Rochus E. Vogt      58,927,113     814,385           4,449,750

All ten nominees listed above were elected to serve for a term ending at the Company's 2014 annual meeting of stockholders.

Proposal 2 Proposal to approve, by non-binding vote, the compensation of the Company's named executive officers. The advisory proposal to approve, by non-binding vote, the compensation of the Company's named executive officers received the following votes:

For Against Abstentions Broker Non-Votes 57,333,673 1,808,730 599,095 4,449,750

The advisory proposal was approved.

Proposal 3 Proposal for ratification of appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's 2014 fiscal year. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2014 received the following votes:

For Against Abstentions Broker Non-Votes 63,284,833 874,419 31,996 N/A

The appointment of Ernst & Young LLP was ratified.



Item 7.01. Regulation FD Disclosure.

On November 4, 2013, the Company issued a press release announcing the results of the Annual Meeting. A copy of that press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this report. The furnishing of the information in this Item 7.01 of this report is not intended


to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 is material investor information that is not otherwise publicly available.



Item 9.01. Financial Statement and Exhibits

(d) Exhibits

Exhibit Number                               Description
99.1             Press release of International Rectifier Corporation, dated
                 November 4, 2013, announcing results of the 2013 annual meeting of
                 stockholders.

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