Voting Results 11-18-2014



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: November 12, 2014
(Date of Earliest Event Reported)


MAXIM INTEGRATED PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)


DELAWARE
1-34192
94-2896096
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


160 RIO ROBLES
 
SAN JOSE, CALIFORNIA
95134
(Address of Principal Executive Offices)
(Zip Code)



(408) 601-1000
(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 (see General Instruction A.2. below):
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))






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

The 2014 Annual Meeting of Stockholders of Maxim Integrated Products, Inc., a Delaware corporation (“Maxim” or the “Company”), was held on November 12, 2014. At the meeting, the stockholders of the Company (a) elected each of the seven director nominees proposed by the Board of Directors of the Company; (b) approved and ratified Proposal Nos. 2, 3, 4, 6, and 7 submitted for a stockholder vote at the meeting and described below; and (c) voted against Proposal No. 5, described below, which required the approval of a majority of the outstanding shares of the Company.

With respect to each such matter, set forth below are, to the extent applicable, the number of votes cast for or against, the number of votes withheld, the number of abstentions and the number of broker non-votes:


Proposal No. 1 - Election of Directors

Director Nominee Name
Votes For
Votes Withheld
Broker Non-Votes
B. Kipling Hagopian
240,600,608
3,759,519
19,090,515
Tunç Doluca
241,897,346
2,462,781
19,090,515
James R. Bergman
214,285,547
30,074,580
19,090,515
Joseph R. Bronson
241,966,265
2,393,862
19,090,515
Robert E. Grady
237,789,640
6,570,487
19,090,515
William D. Watkins
242,222,033
2,138,094
19,090,515
Frank Wazzan
241,372,018
2,988,109
19,090,515

 
Proposal No. 2 - Ratification of the appointment of Deloitte & Touche LLP as Maxim’s Independent Registered Public Accounting Firm for the fiscal year ending June 27, 2015.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
259,635,643
3,573,377
241,622
n/a


Proposal No. 3 - Ratification and approval of an amendment to Maxim’s 2008 Employment Stock Purchase Plan to increase the number of shares of Maxim common stock reserved for issuance thereunder by 2,000,000 shares.

Votes For
Votes Against
Abstain
Broker Non-Votes
241,675,365
1,890,180
794,582
19,090,515


Proposal No. 4 - Ratification and approval of an amendment to Maxim’s 1996 Stock Incentive Plan to (x) increase the number of shares available for issuance thereunder by 5,000,000 shares, and (y) extend its term by ten years.
 
Votes For
Votes Against
Abstain
Broker Non-Votes
183,035,663
61,063,783
260,681
19,090,515






Proposal No. 5 - Ratification and approval of an amendment to Maxim’s restated certificate of incorporation to eliminate the ability of stockholders to cumulate their votes in the election of directors

Votes For
Votes Against
Abstain
Broker Non-Votes
141,142,731
102,991,394
226,002
19,090,515


Proposal No. 6 - Non-binding advisory vote on the compensation of Maxim’s Named Executive Officers for fiscal year 2015.

Votes For
Votes Against
Abstain
Broker Non-Votes
202,326,994
41,625,039
408,094
19,090,515


Proposal No. 7 - Approval and adoption of Maxim’s Executive Bonus Plan, a bonus plan for executive officers of the Company compliant with Section 162(m) of the Internal Revenue Code.

Votes For
Votes Against
Abstain
Broker Non-Votes
240,656,883
3,321,122
382,122
19,090,515








SIGNATURES

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 thereunto duly authorized.


 
MAXIM INTEGRATED PRODUCTS, INC.
 
 
 
 
By:
/s/ Bruce E. Kiddoo
 
 
Bruce E. Kiddoo
 
 
Senior Vice President and Chief Financial Officer

                    
Date: November 14, 2014