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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 17, 2010
Commission file number 0-26844
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
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OREGON | 93-0945232 |
(State or other jurisdiction of | (I.R.S. Employer |
Incorporation or Organization) | Identification Number) |
5445 N.E. Dawson Creek Drive
Hillsboro, OR 97124
(Address of principal executive offices, including zip code)
(503) 615-1100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, 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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[ ] | 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
On August 17, 2010, RadiSys Corporation (the “Company”) held its Annual Meeting of Stockholders. All nominated directors were elected and the other proposed matters were approved. The following is a brief description of the matters voted on at the meeting, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 6, 2010, and a statement of the number of votes cast for, withheld and against and the number abstentions and broker non-votes:
1. To elect eight directors.
| | | | | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
C. Scott Gibson | | 17,261,414 | | | 2,030,404 | | | 3,447,483 | |
Scott C. Grout | | 18,985,754 | | | 306,064 | | | 3,447,483 | |
Ken J. Bradley | | 17,736,138 | | | 1,555,680 | | | 3,447,483 | |
Richard J. Faubert | | 18,968,160 | | | 323,658 | | | 3,447,483 | |
Dr. William W. Lattin | | 17,606,113 | | | 1,685,705 | | | 3,447,483 | |
Kevin C. Melia | | 19,056,360 | | | 235,458 | | | 3,447,483 | |
Carl W. Neun | | 19,057,813 | | | 234,005 | | | 3,447,483 | |
Lorene K. Steffes | | 17,735,638 | | | 1,556,180 | | | 3,447,483 | |
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors, for a term expiring at the next annual meeting of stockholders of the Company and until their respective successors have been duly elected.
2. To ratify the audit committee's appointment of KPMG LLP as the Company's independent registered public accounting firm.
| | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
22,581,476 | | 149,843 | | 7,982 | | — | |
Based on the votes set forth above, the appointment of KPMG LLP as the Company's independent registered public accounting firm to serve for the fiscal year ending December 31, 2010 was duly ratified.
3. To approve an amendment to the RadiSys Corporation 2007 Stock Plan.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
16,907,215 | | 2,366,741 | | 17,862 | | 3,447,483 |
Based on the votes set forth above, the RadiSys 2007 Stock Plan has been amended so as to reserve an additional 500,000 shares for issuance under this plan, thereby increasing the total number of shares of the Company’s common stock reserved for issuance under the 2007 Stock Plan from 3,200,000 to 3,700,000.
4. To approve the amended and restated RadiSys Corporation Long-Term Incentive Plan.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
18,199,984 | | 1,069,978 | | 21,856 | | 3,447,483 |
Based on the votes set forth above, the amended and restated RadiSys Corporation Long-Term Incentive Plan has been approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | RADISYS CORPORATION |
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Dated: | August 23, 2010 | | By: | /S/ BRIAN BRONSON |
| | | | Brian Bronson |
| | | | Chief Financial Officer and Principal Accounting Officer |