form8k102913


 

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 29, 2013



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))



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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

(e)    On October 29, 2013, the shareholders of Cree, Inc. (the “Company”) approved the Company’s 2013 Long-Term Incentive Compensation Plan (the “Plan”), which replaces the Company’s 2004 Long-Term Incentive Compensation Plan.  No further awards will be made under the 2004 Long-Term Incentive Compensation Plan after December 31, 2013.
 
The terms of the Plan are set forth under the caption “Proposal No. 2—Approval of 2013 Long-Term Incentive Compensation Plan” in the Company’s definitive proxy statement for the Company’s 2013 annual meeting filed with the Securities and Exchange Commission on September 10, 2013.  Such description is incorporated herein by reference and is qualified in its entirety by reference to the Plan, 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 29, 2013. The shareholders 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 September 10, 2013.

Proposal No. 1: Election of seven nominees to serve as directors. The votes were cast as follows:
 
 
 
 
 
Name
  
Votes For
  
Votes Withheld
 
 
 
 
 
Charles M. Swoboda
  
80,314,356
  
7,569,057
Clyde R. Hosein
  
80,465,118
  
7,418,295
Robert A. Ingram
  
81,607,806
  
6,275,607
Franco Plastina
 
80,473,302
 
7,410,111
Alan J. Ruud
 
81,021,457
 
6,861,956
Robert L. Tillman
 
80,466,770
 
7,416,643
Thomas H. Werner
 
79,897,924
 
7,985,489
 
Broker Non-Votes: 19,708,209

All nominees were elected.


Proposal No. 2: Approval of the 2013 Long-Term Incentive Compensation Plan.  The votes were cast as follows:
 
 
 
 
 
 
 
 
  
Votes For
  
Votes Against
  
Abstained
Approval of 2013 Long-Term Incentive Compensation Plan
  
69,203,526
 
18,366,604
 
313,283

Broker Non-Votes: 19,708,209

Proposal No. 2 was approved.

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Proposal No. 3: Approval of amendments to the 2005 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the plan and to extend the plan term for five years.  The votes were cast as follows:
 
 
 
 
 
 
 
 
  
Votes For
  
Votes Against
  
Abstained
Approval of 2005 Employee Stock Purchase Plan amendments
  
86,892,808
 
503,471
 
487,134

Broker Non-Votes: 19,708,209

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 29, 2014. The votes were cast as follows:
 
  
Votes For
  
Votes Against
  
Abstained
 
 
 
 
 
 
 
Ratification of Ernst & Young LLP appointment
  
106,754,339
 
707,995
 
129,288

Proposal No. 4 was approved.


Proposal No. 5: Advisory (nonbinding) vote to approve executive compensation. The votes were cast as follows:
 
  
Votes For
  
Votes Against
  
Abstained
Advisory (nonbinding) vote to approve executive compensation
  
85,078,225
 
2,637,460
 
167,728

Broker Non-Votes: 19,708,209

Proposal No. 5 was approved.


Item 8.01
Other Events
    
On October 29, 2013, the shareholders of the Company approved an amendment to Section 13(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 2,000,000 shares, and approved an amendment to Section 26 to extend the term of the ESPP by five additional years to November 3, 2020. Effective August 27, 2013, the Board of Directors 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.



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Item 9.01
Financial Statements and Exhibits
    
(d)    Exhibits

Exhibit No.
 
Description of Exhibit
 
 
 
10.1
 
2013 Long-Term Incentive Compensation Plan
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/ Michael E. McDevitt
 
 
 
Michael E. McDevitt
 
 
 
Executive Vice President and Chief Financial Officer


Date: October 29, 2013


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EXHIBIT INDEX


Exhibit No.
 
Description of Exhibit
 
 
 
10.1
 
2013 Long-Term Incentive Compensation Plan
10.2
 
2005 Employee Stock Purchase Plan, as amended





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