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LTXC > SEC Filings for LTXC > Form 8-K on 13-Dec-2013All Recent SEC Filings

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Form 8-K for LTX-CREDENCE CORP


13-Dec-2013

Submission of Matters to a Vote of Security Holders


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

At the annual meeting of shareholders of the Company held on December 10, 2013 (the "2013 Annual Meeting"), the Company's shareholders voted on the proposals described below as follows:

1. The following nominees were elected to the Company's Board of Directors to serve as Class III Directors for three-year terms expiring at the 2016 annual meeting of shareholders. The tabulation of the votes cast for each such nominee at the 2013 Annual Meeting is set forth below.

                                   For       Withheld    Broker Non-Votes
               Mark S. Ain      28,520,584   3,833,642      10,786,967
            David G. Tacelli    28,981,310   3,372,916      10,786,967
            Jorge L. Titinger   28,589,582   3,764,644      10,786,967

Following the 2013 Annual Meeting, Bruce R. Wright, currently serving as a Class I Director and having a three-year term expiring at the 2014 annual meeting of shareholders, and Roger W. Blethen and Roger J. Maggs, currently serving as Class II Directors and having three-year terms expiring at the 2015 annual meeting of shareholders, continued in office.

2. A non-binding, advisory vote on the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the 2013 Annual Meeting, including the disclosures under the heading "Compensation Discussion and Analysis," the compensation tables, and any related materials included in such proxy statement was approved. The tabulation of the votes cast with respect to this proposal at the 2013 Annual Meeting is set forth below.

                         For:                30,954,551
                         Against:             1,159,668
                         Abstain:               240,007
                         Broker Non-Votes:   10,786,967

3. The appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending July 31, 2014 was ratified. The tabulation of the votes cast with respect to this proposal at the 2013 Annual Meeting is set forth below.

                              For:       42,699,742
                              Against:      226,173
                              Abstain:      215,278

4. The non-binding shareholder proposal concerning majority voting for uncontested elections of directors was approved. The tabulation of the votes cast with respect to this proposal at the 2013 Annual Meeting is set forth below.

                         For:                30,203,820
                         Against:             1,872,090
                         Abstain:               278,316
                         Broker Non-Votes:   10,786,967


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