Document


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 11, 2019

 
CRAY INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Washington
 
0-26820
 
93-0962605
(State or other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
901 Fifth Avenue, Suite 1000
Seattle, WA
 
98164
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (206) 701-2000
None
(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 obligation of the registrant under any of the following provisions:
 
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))
 

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, $0.01 par value
CRAY
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.
Cray Inc. (the “Company”) held its Annual Meeting of Shareholders on June 11, 2019 to (i) elect nine directors to the Board of Directors, each to serve a one-year term (“Election of Directors”), (ii) vote, on an advisory and non-binding basis, to approve the compensation of the Company’s named executive officers as described in the Company’s proxy statement relating to its 2019 annual meeting of shareholders (“Advisory Compensation Vote”), (iii) vote on the amendment and restatement of the Company’s 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan by 1,500,000 shares, to provide additional shareholder protective provisions including to add vesting restrictions, prohibit dividend payments and dividend equivalents for unvested awards, eliminate the return to the Plan of shares used to satisfy tax withholdings of any award or not issued upon net settlement of any award, amend the non-employee director annual grant limit, and to make other technical changes (together, the “Plan Amendment Vote”), and (iv) ratify the appointment of Peterson Sullivan LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2019 (“Auditor Ratification”). As of April 5, 2019, the record date for the Annual Meeting, there were 41,096,468 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 38,253,958 shares of common stock were represented in person or by proxy, constituting a quorum. The certified results of the matters voted on at the Annual Meeting are set forth below.
Proposal 1: Election of Directors
 
 
 
 
Names
For
Against
Abstain
Broker Non-Votes
Prithviraj Banerjee
35,505,986
13,491
13,365
2,721,116
Catriona M. Fallon
35,508,543
12,100
12,199
2,721,116
Stephen E. Gold
35,507,655
13,040
12,147
2,721,116
Stephen C. Kiely
32,247,349
3,273,465
12,028
2,721,116
Sally G. Narodick
34,663,240
857,238
12,364
2,721,116
Daniel C. Regis
34,531,570
989,125
12,147
2,721,116
Max L. Schireson
35,373,368
147,271
12,203
2,721,116
Brian V. Turner
35,487,910
32,422
12,510
2,721,116
Peter J. Ungaro
35,507,524
13,473
11,845
2,721,116
 
For
Against
Abstain
Broker Non-Votes
Proposal 2: Advisory Compensation Vote
34,216,734
1,285,349
30,759
2,721,116
Proposal 3: Plan Amendment Vote
32,680,029
2,837,291
15,522
2,721,116
Proposal 4: Auditor Ratification
37,952,309
282,304
19,345
0






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: June 13, 2019
Cray Inc.
 
 
By:
 
/s/ MICHAEL C. PIRAINO
 
 
Michael C. Piraino
Senior Vice President Administration, General Counsel and Corporate Secretary