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ISSI > SEC Filings for ISSI > Form 8-K on 14-Feb-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Submission of Matters

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to 2007 Incentive Compensation Plan

On February 11, 2014, the stockholders of Integrated Silicon Solution, Inc. (the "Company") approved an amendment to the Company's 2007 Incentive Compensation Plan (the "Plan") to remove the limit on the number of awards (other than options or stock appreciation rights) that can be issued under the 2007 Plan. The amendment was approved by the Company's Board of Directors on December 16, 2013. A copy of the Plan, as amended, is attached hereto as Exhibit 10.1.

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

The Company's Annual Meeting of Stockholders was held on Tuesday, February 11, 2014 at 3:30 p.m., local time, in San Jose, California.

(a) The following nominees for directors were elected. Each person elected as a director will serve until the next annual meeting of stockholders and until such person's successor is elected and qualified:

     Name of Nominee     Votes in Favor       Votes Withheld       Broker non-votes
     Jimmy S.M. Lee           20,912,848            2,817,033              3,522,279
     Scott D. Howarth         21,399,763            2,330,118              3,522,279
     Kong Yeu Han             20,812,199            2,917,682              3,522,279
     Paul Chien               21,150,007            2,579,874              3,522,279
     Jonathan Khazam          21,439,906            2,289,975              3,522,279
     Keith McDonald           20,693,991            3,035,890              3,522,279
     Stephen Pletcher         21,305,879            2,424,002              3,522,279
     Bruce Wooley             19,628,936            4,100,945              3,522,279
     John Zimmerman           21,409,691            2,320,190              3,522,279

(b) The Company's stockholders approved the amendment of the Company's 2007 Incentive Compensation Plan (as described in Item 1.01 above) with 19,376,401 votes in favor, 4,321,781 votes against, 31,699 votes abstaining and 3,522,279 broker non-votes.

(c) The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accountants for the fiscal year ending September 30, 2014, with 27,118,574 votes in favor, 29,879 votes against and 103,707 votes abstaining.

(d) The Company's stockholders approved an advisory (non-binding) proposal concerning the Company's executive compensation program with 23,324,076 votes in favor, 244,274 votes against, 161,531 votes abstaining and 3,522,279 broker non-votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

              Number    Description

              10.1      2007 Incentive Compensation Plan, as amended

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