8-K Shareholder Meeting 5-21-14
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): May 21, 2014
FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)
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| | | | |
Delaware | | 001-33156 | | 20-4623678 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification Number) |
350 West Washington Street
Suite 600
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (602) 414-9300
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
First Solar, Inc. (“First Solar”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2014. A description of each matter voted upon at the Annual Meeting is described in detail in First Solar’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2014. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
Proposal 1: To elect the following eleven nominees to First Solar’s board of directors, each to serve on the board of directors until the next annual meeting of stockholders or until his successor has been elected and qualified:
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Nominees | | Votes Cast For | | Votes Withheld | | Broker Non-Votes |
Michael J. Ahearn | | 68,875,361 |
| | 1,350,933 |
| | 13,322,070 |
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Sharon L. Allen | | 69,435,482 |
| | 790,812 |
| | 13,322,070 |
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Richard D. Chapman | | 69,226,281 |
| | 1,000,013 |
| | 13,322,070 |
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George A. Hambro | | 68,884,542 |
| | 1,341,752 |
| | 13,322,070 |
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James A. Hughes | | 69,128,007 |
| | 1,098,287 |
| | 13,322,070 |
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Craig Kennedy | | 69,407,797 |
| | 818,497 |
| | 13,322,070 |
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James F. Nolan | | 69,087,717 |
| | 1,138,577 |
| | 13,322,070 |
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William J. Post | | 69,405,624 |
| | 820,670 |
| | 13,322,070 |
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J. Thomas Presby | | 69,322,483 |
| | 903,811 |
| | 13,322,070 |
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Paul H. Stebbins | | 66,863,688 |
| | 3,362,606 |
| | 13,322,070 |
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Michael Sweeney | | 69,144,358 |
| | 1,081,936 |
| | 13,322,070 |
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Proposal 2: To ratify the appointment of PricewaterhouseCoopers, LLP as First Solar’s independent registered public accounting firm for the year ending December 31, 2014:
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| | | | | | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
82,981,622 |
| | 495,608 |
| | 71,134 |
| | — |
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Proposal 3: Advisory vote on executive compensation:
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Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
68,535,048 |
| | 1,581,185 |
| | 110,061 |
| | 13,322,070 |
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Proposal 4: Stockholder Proposal Regarding Accelerated Vesting of Equity Awards Upon Change-in-Control:
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Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
12,936,666 |
| | 57,114,984 |
| | 174,644 |
| | 13,322,070 |
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Proposal 5: Stockholder Proposal Regarding Majority Voting Standard in Uncontested Director Elections:
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| | | | | | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
39,807,023 |
| | 30,328,346 |
| | 90,925 |
| | 13,322,070 |
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SIGNATURE
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.
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| FIRST SOLAR, INC. |
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Date: May 21, 2014 | By: | | /s/ | PAUL KALETA |
| Name: | | Paul Kaleta |
| Title: | | Executive Vice President, General Counsel |