Ultra Clean Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ultra Clean Holdings, Inc. on May 19, 2011. The report details the results of the Company's Annual Meeting of Stockholders held on the same date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders considered and approved four proposals at the Annual Meeting. The final certified results are as follows:
- Proposal 1 (Election of Directors): All five nominees were elected for a one-year term. Votes ranged from approximately 13.3 million to 14.6 million "For" votes, with significant broker non-votes recorded for each candidate.
- Proposal 2 (Ratification of Auditors): Stockholders approved the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2011 with 17,486,245 votes "For" versus 211,210 "Against".
- Proposal 3 (Executive Compensation Advisory Vote): Stockholders approved the compensation paid to Named Executive Officers with 14,358,274 votes "For" versus 51,527 "Against".
- Proposal 4 (Frequency of Compensation Votes): Stockholders selected an annual frequency for future advisory votes on executive compensation. The "One Year" option received 13,254,126 votes, significantly outpacing the "Three Years" option (1,111,604 votes).
Guidance, Outlook, and Management Commentary
Management confirmed that, in line with the stockholder advisory vote on Proposal 4, the Company will include an advisory stockholder vote on executive compensation in its proxy materials on an annual basis until the next required advisory vote on frequency.
Investor Verification Checklist
- Verify the definitive proxy statement filed on April 22, 2011, for detailed descriptions of the proposals and director biographies.
- Confirm the specific number of shares outstanding to calculate the percentage of votes cast for each proposal.
- Review subsequent filings for the Company's fiscal 2011 financial results, as this 8-K contains no financial data.