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 3, 2015

 

NETLIST, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-33170

 

95-4812784

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

175 Technology, Suite 150

Irvine, California 92618

(Address of Principal Executive Offices)

 

(949) 435-0025

(Registrant’s telephone number, including area code)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            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.

 

On June 3, 2015, Netlist, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at the office of Merrill Corporation located at 2603 Main Street, Suite 100, Irvine, CA.  The Company filed its definitive proxy statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 27, 2015.  As of April 21, 2015, the record date for the Annual Meeting, there were 50,354,363 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting. A total of 37,198,334 shares, which constituted a quorum, were present or represented at the Annual Meeting. Set forth below are the final voting results for each of the two proposals submitted to a vote of the Company’s stockholders at the Annual Meeting:

 

Proposal 1 — Election of Directors.  The stockholders elected the following five persons as directors of the Company, each to serve as such for a term of one year (ending at the time of the Company’s annual meeting of stockholders to be held in 2016) or until their successors are duly elected and qualified or until their earlier resignation or removal. The votes cast were as follows:

 

Directors

 

For

 

Withheld

 

Broker Non-Vote

 

Chun Ki Hong

 

10,819,703

 

764,863

 

25,613,768

 

Charles F. Cargile

 

11,185,454

 

399,112

 

25,613,768

 

Jun S. Cho

 

11,408,037

 

176,529

 

25,613,768

 

Vincent Sheeran

 

11,401,641

 

182,925

 

25,613,768

 

Blake A. Welcher

 

11,192,185

 

392,381

 

25,613,768

 

 

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.  The stockholders ratified the appointment of KMJ Corbin & Company LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 2, 2016. The votes cast were as follows:

 

For

 

Against

 

Abstain

 

36,248,302

 

852,382

 

97,650

 

 

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 hereunto duly authorized.

 

 

NETLIST, INC.

 

 

 

 

 

Date: June 4, 2015

By:

/s/ Gail M. Sasaki

 

 

Gail M. Sasaki

 

 

Vice President, Chief Financial Officer and Secretary

 

2