gsi8k.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):  August 22, 2013

GSI Technology, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware
  
000-33387
  
77-0398779
(State or other jurisdiction of
  
(Commission File No.)
  
(I.R.S. Employer Identification
incorporation)
      
No.)
1213 Elko Drive
Sunnyvale, California 94089
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(408) 331-8800

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):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o 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 August 22, 2013, 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
15,751,961
375,964
4,785,146
 
Ruey L. Lu
15,735,001
392,924
4,785,146
 
Lee-Lean Shu
15,856,006
271,919
4,785,146
 
Arthur O. Whipple
15,768,461
359,464
4,785,146
 
Robert Yau
13,650,348
2,477,577   
4,785,146

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, 2014, with the votes cast as follows:
 
 
  Votes For:  20,886,105    
  Votes Against:  22,766    
  Abstentions:  4,200    
 
 
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: 15,961,183    
  Votes Against: 153,962    
  Abstentions: 12,780    
   Broker Non-Vote: 4,785,146    
 
 

 
 
 
 
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.
 
Date:  August 27, 2013
 
 
 
   GSI Technology, Inc.
   
   
   By:   /s/ Douglas M. Schirle                                            
           Douglas M. Schirle  
           Chief Financial Officer