8-K 1 a20168kspecialandannualmee.htm 8-K RESULTS OF SPECIAL AND ANNUAL MEETINGS Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 29, 2016

ROFIN-SINAR TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)

Delaware
 
000-21377
 
 38-3306461
(State or other
jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 40984 Concept Drive, Plymouth, MI
 
 
 
48170
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code (734) 455-5400


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

A Special Meeting of Stockholders (the “Special Meeting”) and the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Rofin-Sinar Technologies Inc. (the "Company") were held on June 29, 2016, to vote on the proposals described in the Company’s definitive proxy statements in connection with the Special Meeting and the Annual Meeting, each filed with the Securities and Exchange Commission on May 25, 2016.


Special Meeting

At the Special Meeting, stockholders approved (i) the proposal to adopt the Merger Agreement, dated as of March 16, 2016, by and among the Company, Coherent, Inc. and Rembrandt Merger Sub Corp. (the “Merger Agreement”), and (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (the “Merger-Related Named Executive Officer Compensation Proposal”).

A total of 22,087,061 shares (77.96% of 28,332,903 shares outstanding and entitled to vote as of May 12, 2016, the record date for the Special Meeting) present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the Special Meeting. Set forth below are the final voting results for each of the proposals.

Proposal 1
Adoption of the Merger Agreement
For

 
Against

 
Abstain

 
Broker Non-Votes

21,132,295

 
906,377

 
48,389

 


Proposal 2
Since there were sufficient votes cast at the Special Meeting to adopt the Merger Agreement, Proposal 2--to approve the adjournment of the Special Meeting to permit further solicitation of proxies, if necessary or appropriate, to adopt the Merger Agreement--was moot and therefore not presented or voted on at the Special Meeting.

Proposal 3
Merger-Related Named Executive Officer Compensation Proposal
For

 
Against

 
Abstain

 
Broker Non-Votes

20,716,549

 
1,306,311

 
64,201

 




Annual Meeting

At the Annual Meeting, stockholders took the following actions: (i) elected three directors to serve for a term to expire in 2019 and until their respective successors have been duly elected or appointed, provided that if the Merger is completed, their term will expire at the effective time of the Merger; (ii) ratified the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2016; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement.



At the Annual Meeting, stockholders failed to approve four separate proposals to amend the Company’s certificate of incorporation in order to declassify the Company’s board of directors and provide for the annual election of directors (the “Board Declassification Proposal”), eliminate the supermajority voting requirements





(the “Supermajority Voting Elimination Proposal”), enable stockholders holding, in the aggregate, a net-long position in shares representing at least 25% of all outstanding shares the right to call a special meeting of stockholders (the “Special Meeting Proposal”), enable stockholder action by written consent (the “Stockholder Written Consent Proposal”).

A total of 23,728,320 shares (83.75% of 28,332,903 shares outstanding and entitled to vote as of May 12, 2016, the record date for the Annual Meeting) present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the Annual Meeting. Set forth below are the final voting results for each of the proposals.

Proposal 1 - Election of Directors

Name
 
For

 
Against

 
Abstain

 
Broker Non-Votes

Carl F. Baasel
 
17,715,534

 
4,087,257

 
5,312

 
1,920,217

Daniel J. Smoke
 
19,110,729

 
2,692,062

 
5,312

 
1,920,217

Gary K. Willis
 
20,798,695

 
1,004,096

 
5,312

 
1,920,217


Each of the three nominees has been elected to serve for a term to expire in 2019 and until their respective successors have been duly elected or appointed, provided that if the Merger is completed, their term will expire at the effective time of the Merger.

Proposal 2 - Board Declassification Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

21,789,365

 
8,929

 
9,809

 
1,920,217


Since the number of shares voted in favor of Proposal Number 2 represent less than 80% of the affirmative vote of the holders of the outstanding shares of common stock entitled to vote at the Annual Meeting, the amendment to the Company's Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors has not been adopted.

Proposal 3 - Supermajority Voting Elimination Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

21,785,315

 
13,413

 
9,375

 
1,920,217


Since the number of shares voted in favor of Proposal Number 3 represent less than 80% of the affirmative vote of the holders of the outstanding shares of common stock entitled to vote at the Annual Meeting, the amendment to the Company's Certificate of Incorporation to eliminate the supermajority voting requirements has not been adopted.

Proposal 4 - Special Meeting Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

21,772,993

 
26,152

 
8,958

 
1,920,217


Since the number of shares voted in favor of Proposal Number 4 represent less than 80% of the affirmative vote of the holders of the outstanding shares of common stock entitled to vote at the Annual Meeting, the





amendment to the Company's Certificate of Incorporation to enable certain stockholders to call special meetings has not been adopted.

Proposal 5 - Stockholder Written Consent Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

20,602,327

 
1,197,313

 
8,463

 
1,920,217


Since the number of shares voted in favor of Proposal Number 5 represent less than 80% of the affirmative vote of the holders of the outstanding shares of common stock entitled to vote at the Annual Meeting, the amendment to the Company's Certificate of Incorporation to enable stockholder action by written consent has not been adopted.

Proposal 6 - Auditor Ratification Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

23,024,456

 
697,569

 
6,295

 


Since the number of shares voted in favor of Proposal Number 6 represent more than a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote, the appointment of Deloitte and Touche LLP has been ratified.

Proposal 7 - Say-on-Pay Proposal

For

 
Against

 
Abstain

 
Broker Non-Votes

21,115,532

 
682,063

 
10,508

 
1,920,217


Since the number of shares voted in favor of Proposal Number 7 represent more than a majority of the shares of Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote, Proposal 7 has been approved.


Item 8.01. Other Events.
On June 30, 2016, the Company issued a press release announcing stockholder adoption of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 
Description
99.1
 
Press Release issued by the Company, dated June 30, 2016






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 thereunto duly authorized.


Rofin-Sinar Technologies Inc.
(Registrant)

By: /s/ Cindy Denis     
Cindy Denis
Secretary


Date: June 30, 2016





EXHIBIT INDEX


Exhibit Number
 
Description
99.1
 
Press Release issued by the Company, dated June 30, 2016