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FEIC > SEC Filings for FEIC > Form 8-K on 8-May-2014All Recent SEC Filings

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Form 8-K for FEI CO


8-May-2014

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Ho


Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2014 at our Annual Meeting of Shareholders of FEI Company ("FEI"), our shareholders approved: (i) an amendment to our 1995 Stock Incentive Plan to increase the number of shares of our common stock reserved for issuance under the plan from 11,000,000 to 11,250,000; and (ii) an amendment to the FEI Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan from 3,950,000 to 4,200,000. A copy of each of these amended plans is attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.



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

On May 8, 2014 FEI held its Annual Meeting of Shareholders. Final voting results for each proposal are set forth in the tables below.

Proposal 1 - To elect members of FEI's Board of Directors to serve for the following year and until their successors are duly elected and qualified.

Each nominee for director was elected by a vote of the shareholders as follows:

Nominees                     For       Withheld   Broker Non-Votes

Homa Bahrami              38,467,059   506,678       1,994,169
Arie Huijser              38,577,120   396,617       1,994,169
Don R. Kania              38,492,725   481,012       1,994,169
Thomas F. Kelly (Chair)   38,398,897   574,840       1,994,169
Jan C. Lobbezoo           38,126,194   847,543       1,994,169
Jami Nachtsheim           38,468,546   505,191       1,994,169
Gerhard H. Parker         38,396,770   576,967       1,994,169
James T. Richardson       38,577,352   396,385       1,994,169
Richard H. Wills          38,578,558   395,179       1,994,169

Proposal 2 - To consider and vote on a proposal to amend FEI's 1995 Stock Incentive Plan to increase the number of shares of our common stock reserved for issuance under the plan by 250,000 shares.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

38,121,626 812,875 39,236 1,994,169

Proposal 3 - To consider and vote on a proposal to amend FEI's Employee Share Purchase Plan to increase the number of shares of our common stock reserved for issuance under the plan by 250,000 shares.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

38,743,680 193,024 37,033 1,994,169


Proposal 4 - To approve, on an advisory basis, the appointment of KPMG LLP as FEI's independent registered public accounting firm for the year ending December 31, 2014.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

40,909,074 28,538 30,294 -

Proposal 5 - To approve, on an advisory basis, FEI's executive compensation.

The proposal was approved by a vote of the shareholders as follows:

For Against Abstain Broker Non-Votes

38,171,801 739,146 62,790 1,994,169



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                 Description

   10.1       1995 Stock Incentive Plan, as amended

   10.2       Employee Share Purchase Plan, as amended


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