Business Context and Reporting Period
This Form 8-K Current Report from GSI Technology, Inc. covers the annual meeting of stockholders held on August 23, 2012. The filing details the results of shareholder votes on director elections, auditor ratification, and executive compensation.
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 voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Director Elections: Stockholders elected five individuals to the Board of Directors. While all nominees received a majority of votes cast, significant numbers of shares were withheld for some candidates:
- Haydn Hsieh: 14,738,899 For; 4,050,889 Withheld.
- Ruey L. Lu: 14,723,649 For; 4,066,139 Withheld.
- Lee-Lean Shu: 18,477,378 For; 312,410 Withheld.
- Arthur O. Whipple: 14,953,690 For; 3,836,098 Withheld.
- Robert Yau: 14,445,463 For; 4,344,325 Withheld.
- Auditor Ratification: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2013.
- Votes For: 23,262,902
- Votes Against: 53,636
- Abstentions: 2,154
- Executive Compensation (Say-on-Pay): Stockholders approved an advisory resolution regarding executive compensation.
- Votes For: 18,624,103
- Votes Against: 158,086
- Abstentions: 7,599
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the total number of shares outstanding to calculate the percentage of votes withheld for director nominees, particularly for Haydn Hsieh, Ruey L. Lu, and Robert Yau.
- Review the full proxy statement referenced in the filing for details on the executive compensation plan approved by shareholders.
- Confirm the tenure of the newly elected directors and any potential conflicts of interest disclosed in the proxy materials.