2014.05.28 - 8-K Voting Results


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 28, 2014
 
Intermolecular, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Delaware
001-35348
20-1616267
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
 
 

3011 N. First Street
San Jose, California
95134
(Address of Principal Executive Offices)
(Zip Code)

(408) 582-5700
(Registrant’s Telephone Number, Including Area Code)

N/A
(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 (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
Intermolecular, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 28, 2014 in Menlo Park, California. The results of the matters voted on by the Company’s stockholders are set forth immediately below.

Proposal 1
To elect three (3) Class III Directors to the Company’s Board of Directors to hold office for a three-year term expiring at the 2017 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier resignation or removal:
 
Number of Votes
Name of Nominees
For
Withheld
Broker Non-Votes
Thomas R. Baruch
32,521,566
389,679
3,929,730
Bruce M. McWilliams
32,533,389
377,856
3,929,730
George M. Scalise
32,531,444
379,801
3,929,730

Proposal 2
To approve, on a non-binding, advisory basis, the following resolution relating to the compensation of the Company’s named executive officers:
“RESOLVED, that the Company’s stockholder s approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosure set forth in the Company’s proxy statement.”
Number of Votes
For
Against
Abstain
Broker Non-Votes
30,981,578
1,693,035
236,632
3,929,730

Proposal 3
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014:
Number of Votes
For
Against
Abstain
36,557,516
71,705
211,754













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.
 
 
INTERMOLECULAR, INC.
 
 
 
Date: June 2, 2014
By:
/s/ David E. Lazovsky
 
 
David E. Lazovsky
 
 
President and Chief Executive Officer