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DSP GROUP INC /DE/ FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 13, 2014

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2014, DSP Group, Inc. (the "Company") held its annual meeting of stockholders (the "2014 Annual Meeting") whereby the stockholders approved an amendment to the Restated Certificate of Incorporation (the "Amendment") of the Company to declassify the board of directors of the Company. Subsequent to stockholder approval, the Amendment was filed and accepted by the Secretary of State of the State of Delaware on June 12, 2014. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.


At the 2014 Annual Meeting, the following proposals were submitted to a vote of stockholders and the voting results are set forth below. The proposals are described in detail in the proxy statement for the 2014 Annual Meeting that the Company filed with the Securities and Exchange Commission on April 30, 2014.

1. On the proposal to elect three Class II directors, Ofer Elyakim, Gabi Seligsohn and Yair Seroussi, each to serve until the 2015 annual meeting of stockholders (if Proposal 2 is approved) or until the 2017 annual meeting of stockholders (if Proposal 2 is not approved), and until their successors are elected and qualified, subject to their earlier resignation or removal:

Ofer Elyakim For: 16,968,579 Withheld: 225,715 Broker Non-Vote: 2,529,853

Gabi Seligsohn For: 16,927,698 Withheld: 266,596 Broker Non-Vote: 2,529,853

Yair Seroussi For: 15,494,212 Withheld: 1,700,082 Broker Non-Vote: 2,529,853

2. On the proposal to approve the amendment of the Restated Certificate of Incorporation of the Company, as amended, to eliminate the classified structure of the Board of Directors:

For: 17,163,907 Against: 26,451 Abstain: 3,936 Broker Non-Vote: 2,529,853

Due to the approval of Proposal 2, the Class II directors were each elected to serve until the 2015 annual meeting of stockholders.

3. On the proposal to ratify the selection of Kost Forer Gabbay & Kassierer (a member of Ernst & Young Global) as independent auditors of the Company for the fiscal year ending December 31, 2014:

For: 17,912,315 Against: 1,794,301 Abstain: 17,531



4. On the advisory vote to approve named executive officers compensation:

For: 16,879,149 Against: 306,062 Abstain: 9,083 Broker Non-Vote: 2,529,853


d. Exhibits Exhibit No. Description

3.1 Amendment to Restated Certificate of Amendment of DSP Group, Inc. 3


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Source: Edgar Glimpses

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