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MOLX > SEC Filings for MOLX > Form 8-K on 18-Nov-2013All Recent SEC Filings

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Form 8-K for MOLEX INC


18-Nov-2013

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


Item 5.07 Submission of Matters to a Vote of Security Holders

An annual meeting of the stockholders of Molex Incorporated (the "Company," "we" or "our") was held on November 15, 2013 (the "Annual Meeting") to consider the following proposals:

to adopt the Agreement and Plan of Merger, dated as of September 9, 2013, as it may be amended from time to time (the "Merger Agreement"), by and among the Company, Koch Industries, Inc., a Kansas corporation ("Parent"), and Koch Connectors, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub") (Proposal No. 1);

to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the proposed merger (Proposal No. 2);

to approve the adjournment of the Annual Meeting, if necessary, to solicit additional votes if there are insufficient votes at the time of the Annual Meeting to approve the proposal to adopt the Merger Agreement (Proposal No. 3);

to elect Michael J. Birck, Anirudh Dhebar, Frederick A. Krehbiel and Martin P. Slark as Class II directors nominated by the Company's Board of Directors to serve until the effective time of the proposed merger, or, if the proposed merger is not completed, for a three-year term (Proposal No. 4);

to ratify the selection of Ernst & Young LLP as the Company's independent auditor for fiscal 2014 (Proposal No. 5); and

to approve the material terms of performance goals under the Molex Incorporated Annual Incentive Plan (the "AIP") for purposes of Section 162(m) of the Internal Revenue Code (Proposal No. 6).

At the Annual Meeting, holders of the Company's Common Stock and Class B Common Stock (together, the "Voting Stockholders"), each voting as a separate class, voted to adopt the Merger Agreement, with greater than 85% of the outstanding shares of the Company's Common Stock and greater than 99% of the outstanding shares of the Company's Class B Common Stock voting in favor of the proposal to adopt the Merger Agreement. The Voting Stockholders also voted (i) to approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the proposed merger, (ii) to elect Michael J. Birck, Anirudh Dhebar, Frederick A. Krehbiel and Martin P. Slark as Class II directors nominated by the Company's Board of Directors to serve until the effective time of the proposed merger, or, if the proposed merger is not completed, for a three-year term, (iii) to ratify the selection of Ernst & Young LLP as the Company's independent auditor for fiscal 2014, and (iv) to approve the material terms of performance goals under the AIP for purposes of Section 162(m) of the Internal Revenue Code.

Stockholders owning a total of 85,042,952 shares of Common Stock and a total of 94,155 shares of Class B Common Stock were represented at the Annual Meeting, representing approximately 89% and 99%, respectively, of the shares of the Company's Common Stock and Class B Common Stock outstanding as of October 21, 2013, the record date for the Annual Meeting.

The final voting results for each proposal are described below.

Proposal No. 1: Adoption of the Merger Agreement

                                                         Broker
                          For       Against   Abstain   Non-Votes
Common Stock           81,313,900   116,625    85,274   3,527,153
Class B Common Stock       94,155         0         0           0


Proposal No. 2: Advisory Non-Binding Vote on Executive Compensation in Connection with the Proposed Merger

                                                           Broker
                          For        Against    Abstain   Non-Votes
Common Stock           73,801,287   7,381,502   333,010   3,527,153
Class B Common Stock       94,155           0         0           0

Proposal No. 4: Election of Class II Directors

The final voting results for the Common Stock on Proposal No. 4 were as follows:

                                                      Broker
                               For       Withheld    Non-Votes

01) Michael Birck           79,622,701   1,893,098   3,527,153
02) Anirudh Dhebar          80,379,018   1,136,781   3,527,153
03) Frederick A. Krehbiel   76,968,889   4,546,910   3,527,153
04) Martin P. Slark         79,621,447   1,894,352   3,527,153

The final voting results for the Class B Common Stock on Proposal No. 4 were as follows:

                                                 Broker
                             For     Withheld   Non-Votes

01) Michael Birck           94,155          0           0
02) Anirudh Dhebar          94,155          0           0
03) Frederick A. Krehbiel   94,155          0           0
04) Martin P. Slark         94,155          0           0

Proposal No. 5: Ratification of Independent Auditor

                                                         Broker
                          For       Against   Abstain   Non-Votes
Common Stock           84,570,479   418,259    54,214           0
Class B Common Stock       94,155         0         0           0

Proposal No. 6: Approval of Material Terms of Performance Goals Under the AIP

                                                         Broker
                          For       Against   Abstain   Non-Votes
Common Stock           80,734,659   678,257   102,883   3,527,153
Class B Common Stock       94,155         0         0           0


Proposal No. 3, the proposal to approve the adjournment of the Annual Meeting, if necessary, to solicit additional votes if there were insufficient votes at the time of the Annual Meeting to approve the proposal to adopt the Merger Agreement, was not voted upon at the Annual Meeting because there were sufficient votes to approve the Merger Agreement.



Item 7.01 Regulation FD Disclosure

The information furnished on Exhibit 99.1 is hereby incorporated by reference under this Item 7.01 as if fully set forth herein.

The information presented herein under Item 7.01 shall not be deemed "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.



Item 8.01 Other Events

On November 15, 2013, the Company issued a press release announcing the preliminary voting results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Exhibits



(d)  Exhibits



Exhibit
Number                                     Description
  99.1       Press Release of Molex Incorporated dated November 15, 2013 (furnished).

Forward-Looking Statements

This current report on Form 8-K and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, business, beliefs, and management's assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Words such as "expect," "anticipate," "outlook," "forecast," "could," "project," "intend," "plan," "continue," "believe," "seek," "estimate," "should," "may," "assume," "potential," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. We describe our respective risks, uncertainties and assumptions that could affect the outcome or results of operations in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2013 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, which are incorporated by reference and in other reports that we file with the SEC. The risks and uncertainties also include, without limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the outcome of any legal proceedings that have been or may be instituted against the Company or Parent related to the Merger Agreement; the inability to complete the transaction due to the failure to satisfy the other conditions to completion of the transaction, including the receipt of all regulatory approvals related to the transaction; the disruption of management's attention from the Company's ongoing business operations due to the transaction; and the effect of the announcement of the transaction on the Company's relationships with its customers, operating results and business generally.

We have based our forward-looking statements, including statements made regarding the proposed transaction, the expected timetable for completing the proposed transaction and other statements, on our management's beliefs and


assumptions based on information available to management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by our forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, industry trends, global economic conditions, success of customers, cost of raw materials, value of inventory, currency exchange rates, labor costs, protection of intellectual property, cost reduction initiatives, acquisition synergies, manufacturing strategies, product development introduction and sales, regulatory changes, competitive strengths, natural disasters, unauthorized access to data, government investigations and outcomes of legal proceedings. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions, or otherwise.


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