newport_8k.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)
May 18, 2010
NEWPORT CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada |
000-01649 |
94-0849175 |
| (State or other jurisdiction
of |
(Commission File
Number) |
(IRS Employer Identification
No.) |
| incorporation) |
|
|
| 1791 Deere Avenue, Irvine,
California |
92606 |
| (Address of principal executive
offices) |
(Zip
Code) |
(949) 863-3144
(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 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.
The annual meeting of stockholders of Newport
Corporation (the “Registrant”) was held on May 18, 2010. Of the 36,644,490
shares of the Registrant’s common stock issued and outstanding and entitled to
vote at the meeting, there were present at the meeting, in person or by proxy,
the holders of 33,832,704 shares of common stock, representing approximately
92.32% of the total number of shares entitled to vote at the meeting. The
following three proposals were presented and voted on at the meeting:
Proposal 1
To elect two nominees, C. Kumar N. Patel and
Kenneth F. Potashner, as Class II members of the Board of Directors, to serve
for a four-year term expiring at the Registrant’s annual meeting of stockholders
in 2014. The two nominees were elected by a plurality of the shares present and
entitled to vote at the meeting in person or by proxy. The voting results were:
| Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
| C. Kumar N. Patel |
|
18,278,065 |
|
9,542,171 |
|
6,012,468 |
| Kenneth F. Potashner |
|
18,034,876 |
|
9,785,360 |
|
6,012,468 |
Proposal 2
To ratify the appointment of Deloitte &
Touche LLP as the Registrant’s independent auditors for the fiscal year ending
January 1, 2011. Such proposal was approved by more than a majority of the
shares present and entitled to vote at the meeting in person or by proxy. The
voting results were:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 33,791,383 |
|
26,341 |
|
14,980 |
|
— |
Proposal 3
To consider an amendment to the Registrant’s
Restated Articles of Incorporation, as amended, to declassify the Board of
Directors and provide for the annual election of directors. Such proposal was
approved by more than a majority of the shares of the Registrant’s common stock
outstanding as of the record date for the meeting. The voting results were:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 22,892,007 |
|
4,890,510 |
|
37,719 |
|
6,012,468 |
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 hereunto duly authorized.
|
May 20,
2010
|
NEWPORT CORPORATION
|
|
|
|
|
|
|
|
|
By: |
/s/ Jeffrey
B. Coyne |
| |
|
Jeffrey B. Coyne |
|
|
|
Senior Vice President, General Counsel and |
|
|
|
Corporate Secretary |