form8k102711.htm
 


 
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): October 25, 2011



CREE, INC.
(Exact name of registrant as specified in its charter)


North Carolina
0-21154
56-1572719
(State or other jurisdiction of
incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification Number)
 

4600 Silicon Drive
 
Durham, North Carolina
27703
(Address of principal executive offices)
(Zip Code)
 
 


(919) 407-5300
 
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report)

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:

[ ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 

 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(e)           On October 25, 2011, the shareholders of Cree, Inc. (the “Company”) approved an amendment to the Company’s 2004 Long-Term Incentive Compensation Plan (the “Plan”).  The Plan was amended to increase the number of shares that may be issued under the Plan by 4,000,000 shares and to limit the number of shares that can be awarded as restricted stock, stock units and performance units on or after October 25, 2011 to 1,000,000 shares.  
 
    The terms of the Plan are set forth under the caption “Proposal No. 2 – Approval of Amendment to 2004 Long-Term Incentive Compensation Plan” in the Company’s definitive proxy statement for the Company’s 2011 annual meeting filed with the Securities and Exchange Commission on September 2, 2011.  Such description is incorporated herein by reference and is qualified in its entirety by reference to the Plan, as amended, filed as Exhibit 10.1 to this report on Form 8-K.
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
    The Company held its Annual Meeting of Shareholders on October 25, 2011. The shareholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 2, 2011.
 
   Proposal No. 1: Election of eight nominees to serve as directors. The votes were cast as follows:
 
Name
  
Votes For
  
Votes Withheld
Charles M. Swoboda
  
43,558,818
  
17,815,735
Clyde R. Hosein
  
44,951,378
  
16,423,175
Robert A. Ingram
  
38,957,318
  
22,417,235
Franco Plastina
  
44,948,508
  
16,426,045
Alan J. Ruud
 
60,233,903
 
1,140,650
Robert L. Tillman
 
44,823,891
 
16,550,662
Harvey A. Wagner
 
44,930,914
 
16,443,639
Thomas H. Werner
 
44,953,315
 
16,421,238
 
    Broker Non-Votes:  27,116,106
 
All nominees were elected.
   
   Proposal No. 2: Approval of an amendment to the 2004 Long-Term Incentive Compensation Plan to increase the number of shares authorized for issuance under the plan and to decrease the number of shares that can be awarded as restricted stock, stock units and performance units.  The votes were cast as follows:

 
  
Votes For
  
Votes Against
  
Abstained
Approval of 2004 Long-Term Incentive Compensation Plan amendment
  
55,151,205
 
5,932,527
 
290,821
 
    Broker Non-Votes:  27,116,106
 
    Proposal No. 2 was approved.
 
 
 
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   Proposal No. 3: Approval of an amendment to the 2005 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the plan. The votes were cast as follows:
 
 
  
Votes For
  
Votes Against
  
Abstained
Approval of 2005 Employee Stock Purchase Plan amendment
  
59,457,124
 
1,638,707
 
278,722
 
    Broker Non-Votes:  27,116,106
 
    Proposal No. 3 was approved.
 
   Proposal No. 4: Ratification of the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending June 24, 2012. The votes were cast as follows:
 
 
  
Votes For
  
Votes Against
  
Abstained
Ratification of Ernst & Young LLP appointment
  
87,848,739
 
436,356
 
205,564
 
    Proposal No. 4 was approved.
 
   Proposal No. 5: Advisory (nonbinding) vote on executive compensation. The votes were cast as follows:
 
 
  
Votes For
  
Votes Against
  
Abstained
Advisory (nonbinding) vote on executive compensation
  
54,539,686
 
6,668,658
 
166,209
 
    Broker Non-Votes:  27,116,106
 
    Proposal No. 5 was approved.
 
   Proposal No. 6: Advisory (nonbinding) vote on frequency of future shareholder advisory votes on executive compensation. The votes were cast as follows:
 
 
  
Votes For 1 Year
  
Votes For 2 Years
   Votes for 3 Years
  
Abstained
Advisory (nonbinding) vote on frequency of future shareholder
advisory votes on executive compensation
  
56,929,271
 
247,926
  4,050,914  
146,442
 
    Proposal No. 6 was approved for “1 Year”.
 
Item 8.01
Other Events
 
    On October 25, 2011, the shareholders of the Company approved an amendment to Section 12(a) of the Company’s 2005 Employee Stock Purchase Plan (the “ESPP”) to increase the number of shares that may be issued under the ESPP by 1,000,000 shares.  Effective October 25, 2011, the Board of Directors (the “Board”) of the Company approved additional amendments to the ESPP that did not require shareholder approval.  A copy of the ESPP, as amended, is filed as Exhibit 10.2 to this report on Form 8-K.    
 
    Effective October 25, 2011, the Board elected Robert A. Ingram as the Company’s Lead Independent Director and Chairman of the Governance and Nominations Committee.  
   
 
 
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Item 9.01
Financial Statements and Exhibits
 
(d)           Exhibits

 
Exhibit No.
 
Description of Exhibit
       
  10.1   2004 Long-Term Incentive Compensation Plan, as amended
 
10.2
 
2005 Employee Stock Purchase Plan, as amended



 
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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.


 
CREE, INC.
       
       
 
By:
 
/s/ John T. Kurtzweil
     
John T. Kurtzweil
     
Executive Vice President,
Chief Financial Officer and Treasurer


Date:  October 27, 2011
 
 

 
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EXHIBIT INDEX


 
Exhibit No.
 
Description of Exhibit
       
  10.1   2004 Long-Term Incentive Compensation Plan, as amended
 
10.2
 
2005 Employee Stock Purchase Plan, as amended
 

 
 
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