form8-k.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 9, 2013

LSI CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
 
1-10317
 
94-2712976
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

1320 Ridder Park Drive
San Jose, California 95131
(Address of principal executive offices, including zip code)

(408) 433-8000
(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 (see General Instruction A.2. below):
 
 
 
[  ] 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At our annual meeting of stockholders on May 9, 2013, our stockholders approved our amended 2003 Equity Incentive Plan.  Under that plan, we can award stock options, stock appreciation rights, restricted stock and restricted stock units to employees and directors of the company.  The principal changes to the plan were:

·  
Making a total of 20 million shares available for new awards under the plan after the amended plan was approved by stockholders.  Of that amount, 15 million shares were available for grants of restricted stock and restricted stock units.
·  
Extending the period during which incentive stock options can be granted to February 5, 2023.
·  
Limiting the value of awards that can be granted in any fiscal year to a non-employee director.


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

We held our annual meeting of stockholders on May 9, 2013.  At the meeting, our stockholders:

·  
Elected nine directors to serve for the ensuing year and until their successors are elected.
·  
Ratified the Audit Committee’s selection of our independent auditors for 2013.
·  
Approved, in an advisory vote, our executive compensation.
·  
Approved our amended 2003 Equity Incentive Plan.
·  
Approved our amended Employee Stock Purchase Plan.

The results of the voting for directors were as follows:

 
For
Against
Abstain
Broker Non-Votes
       
 
Charles A. Haggerty
357,483,904
2,260,378
1,688,524
85,669,877
Richard S. Hill
357,222,546
2,827,521
1,382,739
85,669,877
John H.F. Miner
358,327,360
1,926,881
1,178,565
85,669,877
Arun Netravali
358,003,435
2,207,948
1,221,423
85,669,877
Charles C. Pope
357,962,151
1,744,118
1,726,537
85,669,877
Gregorio Reyes
354,264,908
3,177,182
3,990,716
85,669,877
Michael G. Strachan
357,899,731
1,800,513
1,732,562
85,669,877
Abhijit Y. Talwalkar
358,734,580
2,067,854
630,372
85,669,877
Susan M. Whitney
358,396,850
1,858,048
1,177,908
85,669,877


The vote on the ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as our independent auditors for 2013 was:

For
Against
Abstain
     
433,277,006
12,648,444
1,177,233

The vote on the advisory proposal to approve our executive compensation was:

For
Against
Abstain
Broker Non-Votes
       
348,120,254
11,710,532
1,602,020
85,669,877



 
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The vote on the approval of our amended 2003 Equity Incentive Plan was:

For
Against
Abstain
Broker Non-Votes
       
279,608,110
80,939,102
885,594
85,669,877

The vote on the approval of our amended Employee Stock Purchase Plan was:

For
Against
Abstain
Broker Non-Votes
       
350,816,530
9,817,655
798,621
85,669,877


Item 9.01.  Financial Statements and Exhibits.

Exhibit No.
Description
10.1
LSI Corporation 2003 Equity Incentive Plan
10.2
2003 Equity Incentive Plan Form of Notice of Grant of Stock Option for Employees
10.3
2003 Equity Incentive Plan Form of Nonqualified Stock Option Agreement for Employees
10.4
2003 Equity Incentive Plan Form of Notice of Grant of Stock Option for Non-Employee Directors
10.5
2003 Equity Incentive Plan Form of Nonqualified Stock Option Agreement for Non-Employee Directors
10.6
2003 Equity Incentive Plan Form of Notice of Grant of Restricted Stock Units for Employees
10.7
2003 Equity Incentive Plan Form of Restricted Stock Unit Agreement for Employees
10.8
2003 Equity Incentive Plan Form of Notice of Grant of Restricted Stock Units for Non-Employee Directors
10.9
2003 Equity Incentive Plan Form of Restricted Stock Unit Agreement for Non-Employee Directors


 
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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.

   
LSI CORPORATION
     
 
By:
/s/ Bryon Look
 
   
Bryon Look
Executive Vice President, Chief Financial Officer and Chief Administrative Officer

Date: May ____, 2013


 
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