FORM 8-K

 

 

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 15, 2012

 

 

ENTROPIC COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-33844   33-0947630

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

6290 Sequence Drive

San Diego, CA 92121

(Address of Principal Executive Offices and Zip Code)

(858) 768-3600

(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):

 

¨ 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 May 15, 2012, Entropic Communications, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were submitted to a vote of the stockholders of the Company at the Annual Meeting and the final results of voting on each proposal are noted below:

Proposal 1: Kenneth Merchant and Umesh Padval, the nominees for Class II Directors, were elected to hold office until the Company’s 2015 Annual Meeting of Stockholders based upon the following votes:

 

Votes For (Kenneth Merchant)

     47,762,797   

Votes Withheld (Kenneth Merchant)

     4,670,780   

Votes For (Umesh Padval)

     51,618,494   

Votes Withheld (Umesh Padval)

     815,083   

Proposal 2: The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved based on the following votes:

 

Votes For

     50,329,879   

Votes Against

     1,035,592   

Votes Abstained

     1,068,106   

Broker Non-Votes

     21,393,167   

Proposal 3: The proposal to ratify the selection by the audit committee of the Company’s board of directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved based on the following votes:

 

Votes For

     71,294,829   

Votes Against

     2,138,865   

Votes Abstained

     393,050   

There were no broker non-votes for this proposal.

As of the close of business on March 26, 2012, the record date for the Annual Meeting, there were 87,499,725 shares of common stock outstanding and entitled to vote, 73,826,744 shares of which were present in person or represented by proxy at the Annual Meeting for the proposals indicated above.


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 hereto duly authorized.

 

    ENTROPIC COMMUNICATIONS, INC.
Dated: May 18, 2012     By:  

/s/ Lance W. Bridges

     

Lance W. Bridges, Esq.

Senior Vice President and General Counsel