Current Report Filing (8-k)
2017年5月18日 - 7:04PM
Edgar (US Regulatory)
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 17, 2017
INVENSENSE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-35269
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01-0789977
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1745 Technology Drive, Suite 200
San Jose, CA 95110
(408)
501-2200
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
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)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240-13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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☐
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On May 17, 2017, InvenSense, Inc. (the
Company) held a special meeting of stockholders (the Special Meeting) at its offices in San Jose, California. As of the close of business on March 23, 2017, the record date, there were 95,594,793 shares issued,
outstanding and eligible to vote at the Special Meeting.
At the Special Meeting, the stockholders of the Company voted on and approved the following
three proposals, with the final results included below:
Proposal 1
: To adopt the Agreement and Plan of Merger, dated as of December 21, 2016,
as it may be amended from time to time, entered into by and among the Company, TDK Corporation and TDK Sensor Solutions Corporation, an indirect wholly owned subsidiary of TDK Corporation, pursuant to which the Company would be acquired by TDK
Corporation (the Merger Proposal).
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For
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Against
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Abstain
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55,036,708
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752,578
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177,040
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Proposal 2
: To approve, on a
non-binding,
advisory basis, the compensation that
may be paid or become payable to the Companys named executive officers in connection with the Merger.
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For
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Against
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Abstain
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52,085,372
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3,324,193
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556,761
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Proposal 3
: To approve the postponement or adjournment of the special meeting, if necessary or appropriate, to solicit
additional proxies in favor of the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.
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For
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Against
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Abstain
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51,663,812
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4,012,198
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290,316
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2
SIGNATURES
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.
Date: May 17, 2017
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INVENSENSE, INC.
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By:
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/s/
Behrooz Abdi
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Behrooz Abdi
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Chief Executive Officer
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3
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