lfus20130429_8k.htm

United States

Securities and Exchange Commission
Washington, D.C. 20579


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) – April 26, 2013


Littelfuse, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

0-20388

36-3795742

(State of other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

8755 W. Higgins Road, Suite 500, Chicago, IL 60631

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (773) 628-1000


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:


[___]

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 2.02     Results of Operations and Financial Condition

 

The information in this Form 8-K is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

 

On April 30, 2013, Littelfuse, Inc. (the “”) issued a press release announcing the results of its operations for the quarter ended March 30, 2013. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 2.02 as if fully set forth herein.

 

The press release attached to this Form 8-K includes forward-looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Company. These forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not be achieved. The Company cautions you not to place undue reliance on these forward-looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

 

A copy of the press release is also posted on the Company’s website.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

 

On April 26, 2013, the Company held its 2013 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:


Proposal 1: Election of Directors

 

The following seven individuals were elected to the Board of Directors of the Company to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:

 

Nominees

Votes Cast For

Votes

Withheld

Broker

Non-Votes

Tzau-Jin (T. J.) Chung

  

19,896,408

    

390,581

  

515,270

  

Cary T. Fu

  

20,142,528

    

144,461

  

515,270

  

Anthony Grillo

  

19,650,106

    

636,883

  

515,270

  

Gordon Hunter

  

19,176,527

    

1,110,462

  

515,270

  

John E. Major

  

19,274,119

    

1,012,870

  

515,270

  

William P. Noglows

  

19,893,517

    

393,472

  

515,270

  

Ronald L. Schubel

  

19,895,369

    

391,620

  

515,270

  

 

 

 
-2-
 

 

Proposal 2: Approval and Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditors

 

The appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 28, 2013 was approved and ratified.

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

20,015,889

 

779,718

 

6,652

 

 

 

Proposal 3: Advisory Vote on Compensation of Named Executive Officers

 

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

 

 

 

 

 

 

19,501,937

 

607,427

 

177,625

 

515,270

 


Item 9.01     Financial Statements and Exhibits


d) Exhibits.


The following exhibit is furnished with this Form 8-K:


 

99.1

Press Release, dated April 30, 2013


 

 

 
-3-
 

 


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.

 

 

  Littelfuse, Inc.  
       
Date: April 30, 2013 By: /s/ Philip G. Franklin  
 

Philip G. Franklin

Vice President, Operations Support and
Chief Financial Officer 		 
       


 

 
-4-
 

 

Exhibit Index


99.1

Press release, dated April 30, 2013