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AVGO > SEC Filings for AVGO > Form 8-K on 10-Apr-2014All Recent SEC Filings

Show all filings for AVAGO TECHNOLOGIES LTD



Submission of Matters to a Vote of Security Holders

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

On April 9, 2014, Avago Technologies Limited (the "Company") held its 2014 Annual General Meeting ("2014 AGM"), at which its shareholders voted on the following matters:

(1) To elect nine members to the Company's board of directors (the "Board");

(2) To approve the re-appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm and independent Singapore auditor for the fiscal year ending November 2, 2014 and to authorize the Audit Committee of the Board to fix its remuneration for services provided through the Company's 2015 Annual General Meeting of Shareholders (the "2015 AGM");

(3) To approve the non-employee directors' cash compensation for the period from April 10, 2014 through the date on which the 2015 AGM is held, and for each approximately 12-month period thereafter, as set forth in the notice of, and proxy statement relating to, the Company's 2014 Annual General Meeting (together, the "Notice and Proxy Statement");

(4) To approve, in a non-binding, advisory vote, the compensation of the Company's named executive officers, as set forth in the Notice and Proxy Statement;

(5) To approve the general authorization for the directors of the Company to allot and issue ordinary shares of the Company, as set forth in the Notice and Proxy Statement;

(6) To approve the share purchase mandate authorizing the purchase or acquisition by the Company of up to 10% of its own issued ordinary shares, as set forth in the Notice and Proxy Statement (the "Share Purchase Mandate");

(7) To adopt the Avago Technologies Limited Executive Cash and Equity Incentive Award Plan (the "Executive Equity Plan") and to authorize the Compensation Committee of the Board to implement and administer the Executive Equity Plan; and

(8) To approve the Severance Benefit Agreement between the Company and Hock E. Tan, President and Chief Executive Officer, and a director, of the Company and the benefits that may be provided to Mr. Tan thereunder.

For each of these proposals a quorum was present. The votes cast in connection with such matters were as follows:

(1) Election of Directors:

      Name                                      For            Against         Abstain        Broker Non-Votes
(a)   Hock E. Tan                            224,499,990          79,807         257,718              7,802,119
(b)   John T. Dickson                        223,250,860       1,328,155         258,500              7,802,119
(c)   James V. Diller                        217,186,659       1,314,742       6,336,114              7,802,119
(d)   Lewis C. Eggebrecht                    224,629,943          47,070         160,502              7,802,119
(e)   Bruno Guilmart                         224,244,020         432,389         161,106              7,802,119
(f)   Kenneth Y. Hao                         224,546,383          32,254         258,878              7,802,119
(g)   Justine F. Lien                        224,542,568          36,430         258,517              7,802,119
(h)   Donald Macleod                         222,542,007       2,037,530         257,978              7,802,119
(i)   Peter J. Marks                         224,630,091          46,989         160,435              7,802,119

(2) Re-appointment of PricewaterhouseCoopers LLP:

For Against Abstain Broker Non-Votes 231,093,681 1,391,526 154,427 0

(3) Approval of Non-Employee Directors' Cash Compensation:

For Against Abstain Broker Non-Votes 224,205,796 215,951 415,768 7,802,119

(4) Non-Binding, Advisory Vote to Approve Named Executive Officers' Compensation

For Against Abstain Broker Non-Votes 146,464,346 78,200,246 172,923 7,802,119

(5) Approval of General Authorization for Directors to Issue Shares:

For Against Abstain Broker Non-Votes 218,616,111 13,777,541 245,982 0

(6) Approval of the Share Purchase Mandate:

For Against Abstain Broker Non-Votes 231,843,333 304,284 492,017 0

(7) Adoption of the Avago Technologies Limited Executive Cash and Equity Incentive Award Plan

For Against Abstain Broker Non-Votes 88,323,978 130,266,658 6,246,879 7,802,119

(8) Approval of Severance Benefit Agreement

For Against Abstain Broker Non-Votes 223,248,017 462,879 1,126,619 7,802,119

Each of the proposals was approved by the Company's shareholders except for Proposal 7 (adoption of the Executive Equity Plan). As a result, the Executive Equity Plan will not be implemented by the Company.

Mr. Eggebrecht, who joined the Board immediately effective upon his election as a director at the 2014 AGM, will participate in the non-employee director compensation arrangements generally applicable to all of the Company's non-employee directors, as disclosed in the Notice and Proxy Statement. Under the terms of those arrangements, Mr. Eggebrecht received an initial equity grant with a notional target fair market value of $500,000, consisting of an option to purchase 15,361 ordinary shares of the Company and 5,120 restricted share units of the Company, on April 9, 2014, his first date of service as a director.

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