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GSI TECHNOLOGY INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

August 22, 2014

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

On August 21, 2014, GSI Technology, Inc., a Delaware corporation (the "Company"), held its annual meeting of stockholders. At the annual meeting, the matters set forth below were submitted to a vote of the Company's stockholders. The final tally of shares voted for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.

1. The Company's stockholders elected the following five

persons to serve on the Company's Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, with the votes cast as follows:

Director Nominees For Withheld Broker Non-Vote Haydn Hsieh 13,929,328 3,930,451 5,018,666 Ruey L. Lu 13,929,328 3,930,451 5,018,666 Lee-Lean Shu 14,023,279 3,836,500 5,018,666 Arthur O. Whipple 14,115,618 3,744,161 5,018,666 Robert Yau 13,056,813 4,802,966 5,018,666 2. The Company's stockholders ratified the appointment of

PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2015, with the votes cast as follows:

Votes For: 22,527,019 Votes Against: 55,773 Abstentions: 295,653 3. The Company's stockholders approved an advisory

(non-binding) resolution regarding the compensation of the executive officers named in the Summary Compensation Table, as disclosed in the Company's proxy statement for the annual meeting, with the votes cast as follows:

Votes For: 13,963,497 Votes Against: 3,625,563 Abstentions: 270,719 Broker Non-Vote: 5,018,666 2


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Source: Edgar Glimpses

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