8-K Voting results of 2011 meeting





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): November 18, 2011
 
 
Alpha and Omega Semiconductor Limited
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Bermuda
 
    001-34717
 
77-0553536
(State or other jurisdiction
of incorporation)
 
   (Commission
    File Number)
 
(I.R.S. Employer
Identification No.)

Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(408) 830-9742
(Registrant's telephone number, including area code)
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
 
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 5.07. Submission of Matters to a Vote of Security Holders.

On November 18, 2010, Alpha and Omega Semiconductor Limited (the “Company”) held its 2011 Annual General Meeting of Shareholders (the “Annual Meeting”) in Taipei City, Taiwan. The Company's shareholders voted on four proposals and casted their votes as described below. Details of proposals are described in the Company's definite proxy statement filed with the Securities and Exchange Commission on October 18, 2011. As of the record date, there were a total of 24,409,245 common shares outstanding and entitled to vote at the Annual Meeting. There were present at the Annual Meeting, in person or represented by proxy, the holders of 21,267,592 common shares, constituting a quorum.

Proposal 1
The following seven directors were elected to serve until the 2012 Annual General Meeting of Shareholders and until their respective successors have been duly elected, and qualified as set forth below:
DIRECTORS
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Mike F. Chang
 
16,591,801

 
12,969

 
4,662,822

Yueh-Se Ho
 
16,591,364

 
13,406

 
4,662,822

Chung Te Chang
 
11,377,169

 
5,227,601

 
4,662,822

Mark A. Stevens
 
16,594,103

 
10,667

 
4,662,822

Howard M. Bailey
 
16,594,103

 
10,667

 
4,662,822

Thomas W. Steipp
 
16,594,103

 
10,667

 
4,662,822

Richard W. Sevcik
 
16,594,103

 
10,667

 
4,662,822


Proposal 2
The Company's shareholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for its fiscal year 2012 by the votes set forth below:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
21,041,529

 
225,053

 
1,010

 

 
 
 
 
 
 
 

Proposal 3
The Company's shareholders approved, on an advisory non-binding basis, the compensation of the Company's executive compensation, by the votes set forth below:
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER NON-VOTES
16,570,528

 
17,503

 
16,739

 
4,662,822

 
 
 
 
 
 
 

Proposal 4
The Company's shareholders casted their votes with respect to the non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation (the “Say-on-Frequency Vote”) by the votes set forth below:
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER NON-VOTES
5,534,987

 
4,803

 
11,059,422

 
5,558

 
4,662,822

 
 
 
 
 
 
 
 
 

In accordance with the results of the vote, the Board of Directors determined to follow the shareholders' votes and the Company will include a shareholder vote on executive compensation in its proxy materials every 3 years. Accordingly, the next





vote on executive compensation will occur at the Company's annual general meeting of shareholders to be held for fiscal year ending June 30, 2014. The “Say-on-Frequency Vote” will occur in six years at the Company's annual general meeting of shareholders to be held for fiscal year ending June 30, 2017.






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.
                            
Date: November 21, 2011
 
Alpha and Omega Semiconductor Limited
 
 
By:
/s/ Ephraim Kwok
 
 
 
Ephraim Kwok
 
 
 
Chief Financial Officer