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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 5, 2011
 
MINDSPEED TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
 
         
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  001-31650
(Commission File Number)
  01-0616769
(I.R.S. Employer
Identification No.)
4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095

(Address of Principal Executive Offices) (Zip Code)
(949) 579-3000
(Registrant’s telephone number,
including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-10.1


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2011, at the 2011 annual meeting of stockholders (the “Annual Meeting”) of Mindspeed Technologies, Inc. (the “Company”), the Company’s stockholders approved an amended and restated Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan (the “2003 LTIP”), which, among other things, increases the number of shares of the Company’s common stock reserved for issuance under the 2003 LTIP from 6,675,000 shares to 9,694,284.
The foregoing description of the amendments to the 2003 LTIP is only a summary and is qualified in its entirety by the full text of the 2003 LTIP, as amended and restated, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07   Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 18, 2011.
The results are as follows:
Proposal 1: Election of three (3) directors each for a term of three (3) years:
                         
    FOR   WITHHELD   BROKER NON-VOTES
Michael T. Hayashi
  15,864,196       1,185,793       10,572,796  
Ming Louie
  15,873,745       1,176,244       10,572,796  
Thomas A. Madden
  15,707,990       1,341,999       10,572,796  
Messrs. Hayashi, Louie and Madden were each elected.
Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2011:
 
FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
25,975,198
    1,181,004       466,583       N/A  
The foregoing proposal was approved.
Proposal 3: Approval of an amended and restated 2003 LTIP:
 
FOR   AGAINST   ABSTAIN   BROKER NON-VOTES
15,346,765
    1,624,112       79,112       10,572,796  
The foregoing proposal was approved.

 


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Proposal 4: An advisory vote on executive compensation:
                               
FOR     AGAINST     ABSTAIN     BROKER NON-VOTES
12,031,630
      4,949,583         68,776         10,572,796  
The foregoing proposal was approved, on an advisory basis.
Proposal 5: An advisory vote on the frequency of holding the advisory vote on executive compensation:
                                 
3 YEARS   2 YEARS   1 YEAR   ABSTAIN   BROKER NON-VOTES
8,593,047
    294,079       7,895,302       267,561       10,572,796  
The option of holding the advisory vote on executive compensation once every three (3) years was approved, on an advisory basis, by more than fifty percent (50%) of the votes cast on the proposal.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit   Description
 
   
10.1
  Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, as amended and restated.

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  MINDSPEED TECHNOLOGIES, INC.
 
 
Date: April 8, 2011  By:   /s/ Brandi R. Steege    
    Brandi R. Steege   
    Vice President, Legal, and Secretary   

 


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EXHIBIT INDEX
     
Exhibit   Description
 
   
10.1
  Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, as amended and restated.