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VTSS > SEC Filings for VTSS > Form 8-K on 21-Feb-2014All Recent SEC Filings

Show all filings for VITESSE SEMICONDUCTOR CORP

Form 8-K for VITESSE SEMICONDUCTOR CORP


21-Feb-2014

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2014, we amended the Vitesse Semiconductor Corporation 2011 Employee Stock Purchase Plan (the "2011 ESPP") to increase the number of shares of common stock available for purchase under the plan from 2.5 million shares to 5.5 million shares. The amendment to the 2011 ESPP was adopted by our Board of Directors on December 3, 2013 and became effective upon approval of the amendment by our stockholders at the annual meeting of stockholders held on February 19, 2014.

The 2011 ESPP provides eligible employees an opportunity to use a portion of their compensation to purchase shares of our common stock at a discount to the closing sales price of our common stock on a specified date.

The plan may be administered by our Board of Directors or by committees of the Board. The plan is currently administered by the Board's Compensation Committee.

A copy of the 2011 ESPP, as amended, is attached hereto as Exhibit 10.1.



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

On February 19, 2014, Vitesse Semiconductor Corporation held its 2014 annual meeting of stockholders in Westlake Village, California. At the annual meeting, there were 57,829,283 shares entitled to vote, and 51,922,293 shares (89.8%) were represented at the meeting in person or by proxy.

At the annual meeting, Matthew B. Frey, Christopher R. Gardner, Steven P. Hanson, James H. Hugar, Scot B. Jarvis, Edward Rogas, Jr. and Kenneth H. Traub were elected directors by a plurality of the votes.

Also at the annual meeting, our stockholders approved an amendment to the Vitesse Semiconductor Corporation 2011 Employee Stock Purchase Plan, approved by advisory vote the compensation of our executive officers, and ratified the selection of BDO USA, LLC as our independent registered public accounting firm for the fiscal year ending September 30, 2014. The following summarizes vote results for those matters submitted to our stockholders for action at the annual meeting:

1. Proposal to elect Matthew B. Frey, Christopher R. Gardner, Steven P. Hanson, James H. Hugar, Scot B. Jarvis, Edward Rogas, Jr. and Kenneth H. Traub as directors to hold office until the 2015 annual meeting or until their successors are elected and qualified.

Name                        For       Withhold    Broker Non-Votes
   Matthew B. Frey       34,360,113     334,840         17,227,340
Christopher R. Gardner   34,351,938     343,015         17,227,340
   Steven P. Hanson      34,369,993     324,960         17,227,340
    James H. Hugar       34,430,587     264,366         17,227,340
    Scot B. Jarvis       34,360,992     333,961         17,227,340
  Edward Rogas, Jr.      34,343,706     351,247         17,227,340
   Kenneth H. Traub      33,586,762   1,108,191         17,227,340


2. Proposal to approve an amendment to the Vitesse Semiconductor Corporation 2011 Employee Stock Purchase Plan.

For Against Abstain Broker Non-Votes 34,424,533 234,829 35,591 17,227,340

3. Proposal to approve, through an advisory vote, the compensation of our executive officers.

For Against Abstain Broker Non-Votes 34,417,544 226,539 50,870 17,227,340

4. Proposal to ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2014.

   For       Against   Abstain
51,779,468   113,127    29,698




Item 9.01                Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit
Number                                   Description

10.1      Vitesse Semiconductor Corporation Amended and Restated 2011 Employee
           Stock Purchase Plan.



A management contract or compensatory plan or arrangement.


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