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AMCC > SEC Filings for AMCC > Form 8-K on 15-Aug-2014All Recent SEC Filings




Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In May 2014, the Board of Directors of Applied Micro Circuits Corporation (the "Company") approved an amendment to the Company's 2012 Employee Stock Purchase Plan (the "2012 Purchase Plan") to increase the number of shares available for purchase thereunder from 1,800,000 to 3,800,000, and directed that the matter be submitted to the Company's stockholders for their approval. On August 12, 2014, the Company held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the proposal to approve and adopt the foregoing amendment to the 2012 Purchase Plan. A copy of the 2012 Purchase Plan, as amended, is filed as Exhibit 10.31 to this Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders. As noted above, on August 12, 2014, the Company held its Annual Meeting of Stockholders. Proxies for the Annual Meeting were solicited by the Company's Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitation. Of the 78,127,086 outstanding shares of the Company's common stock that could be voted at the Annual Meeting, 70,449,534 shares, or approximately 90%, were represented at the Annual Meeting in person or by proxy, which constituted a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:

Proposal 1: Election of the following persons to the Company's Board of Directors to hold office until the next annual meeting of stockholders:

                          For        Against     Abstain     Non-Votes
Cesar Cesaratto       50,188,058    5,226,247     51,773    14,983,456
Paramesh Gopi, Ph.D.  55,192,934      224,376     48,768    14,983,456
Paul R. Gray, Ph.D.   51,201,059    4,213,948     51,071    14,983,456
Fred Shlapak          51,225,638    4,188,582     51,858    14,983,456

Robert Sproull, Ph.D. 55,199,664 215,102 51,312 14,983,456 Duston Williams 55,208,752 205,121 52,205 14,983,456

Proposal 2: Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2015:

   For       Against   Abstain   Non-Votes
69,674,638   41,828    733,068       -

Proposal 3: Approval of the amendment to the Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan:

   For       Against   Abstain   Non-Votes
53,958,581   744,468   763,029   14,983,456

Proposal 4: Advisory vote on executive compensation, as described in the Proxy Statement distributed in connection with the Annual Meeting:

   For        Against     Abstain   Non-Votes
18,412,569   36,185,814   867,695   14,983,456

The Company's Board of Directors and Compensation Committee will consider the results of this advisory vote in making future decisions on named executive officer compensation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:

10.31 Applied Micro Circuits Corporation 2012 Employee Stock Purchase Plan, as amended.

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