cmc8kfiled030612.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):
March 6, 2012
Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification)
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870 Commons Drive, Aurora, Illinois
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On March 6, 2012, Cabot Microelectronics Corporation (the “Company”) held its annual meeting of stockholders (“Annual Meeting”), at which the following proposals were approved by the Company’s stockholders:
Proposal 1 – Election of three directors, each for a term of three years:
All three of the Board’s nominees for director were elected by the stockholders to serve for a term of three years, by the votes set forth in the table below:
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Number of Votes For Election
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Number of Votes Withheld
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Broker Non-Votes
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Proposal 2 – Advisory (non-binding) vote on the compensation of named executive officers:
The stockholders approved, on an advisory (non-binding) basis, the compensation of named executive officers, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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20,438,426
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518,089
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5,315
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688,741
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Proposal 3 – Approval of the Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan:
The stockholders approved the Cabot Microelectronics Corporation 2012 Omnibus Incentive Plan, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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15,064,363
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5,882,831
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14,636
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688,741
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Proposal 4 – Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2012:
The selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2012 was ratified by the stockholders, by the votes set forth in the table below:
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For
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Against
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Abstain
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20,565,541
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1,081,852
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3,178
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Item 7.01 Regulation FD Disclosure.
At the Annual Meeting, the Company provided additional information regarding certain aspects of its business for fiscal year 2012. This additional information is included in the script of the Annual Meeting, which is available in the “Events and Presentations” area of the “Investor Relations” section of the Company’s website, www.cabotcmp.com.
This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
A significant customer of the Company, Elpida Memory, Inc. (“Elpida”), recently filed for bankruptcy protection in Japan. Elpida has stated its intent to reorganize its business and its operations remain ongoing. Elpida is paying the Company on a current basis for all shipments made subsequent to its bankruptcy filing. However, Elpida owes the Company approximately $4 million in accounts receivable, as of the bankruptcy filing on February 27, 2012. Pending the approval of a plan of reorganization for Elpida, it is uncertain if any or all of this balance will be collected. Management will continue to monitor the situation and evaluate the impact on our business as more information becomes available.
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.
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CABOT MICROELECTRONICS CORPORATION
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Date: March 6, 2012
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By:
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/s/ WILLIAM S. JOHNSON
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William S. Johnson
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Vice President and Chief Financial Officer
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[Principal Financial Officer]
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