8-K
SITIME Corp false 0001451809 0001451809 2022-06-02 2022-06-02

 

 

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): June 2, 2022

 

 

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39135   02-0713868

(State or Other Jurisdiction

of Incorporation)

  (Commission
File Number)
 

(IRS Employer

Identification No.)

 

5451 Patrick Henry Drive,

Santa Clara, CA

  95054
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.0001 par value per share   SITM   The Nasdaq Stock Market LLC

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). Emerging growth company

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. ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of SiTime Corporation (the “Company”) was held on June 2, 2022 (the “Annual Meeting”). At the Annual Meeting the following four proposals, as described in the proxy statement for the Annual Meeting (the “Proxy Statement”), were submitted to a vote of the Company’s stockholders:

Proposal 1: stockholders approved the election of the following three Class III nominees to serve as directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified:

 

     For    Withheld    Broker
Non-Votes

Raman K. Chitkara

   14,964,711    3,884,159    727,530

Katherine E. Schuelke

   14,231,567    4,617,303    727,530

Rajesh Vashist

   16,106,477    2,742,393    727,530

Proposal 2: stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement:

 

For

 

Against

 

Abstain

  

Broker

Non-Votes

11,788,474

  7,050,114   10,282    727,530

Proposal 3: stockholders indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers is one year:

 

One Year

 

Two Years

 

Three Years

  

Abstain

  

Broker

Non-Votes

18,824,455

  2,242   17,281    4,892    727,530

Based on the voting results, we have determined to provide for an annual advisory vote on the compensation of the Company’s named executive officers.

Proposal 4: stockholders approved the ratification of the appointment of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022:

 

For

 

Against

 

Abstain

  

Broker

Non-Votes

19,568,716

  3,230   4,454    0


SIGNATURE

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.

 

Dated: June 2, 2022   SITIME CORPORATION
  By:  

/s/ Vincent P. Pangrazio

    Vincent P. Pangrazio
    Executive Vice President, Chief Legal Officer and Corporate Secretary