2015 Annual Meeting 8-K


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 10, 2015
 

 
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))










Item 5.07.
Submission of Matters to a Vote of Security Holders.
    
Cray Inc. (the “Company”) held its Annual Meeting of Shareholders on June 10, 2015 to (i) elect eight directors to the Board of Directors, each to serve a one-year term (“Election of Directors”), (ii) ratify the appointment of Peterson Sullivan LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2015 (“Auditor Ratification”) and (iii) vote, on an advisory or 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 2015 annual meeting of shareholders (“Advisory Compensation Vote”). As of April 10, 2015, the record date for the Annual Meeting, there were 40,895,412 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 37,432,585 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: Election of Directors
 
 
 
 
 
 
 
 
 
Names
 
For
 
Withheld
 
Broker Non-Votes
Prithviraj Banerjee
 
32,227,228

 
102,682

 
5,102,675

Martin J. Homlish
 
32,227,641

 
102,269

 
5,102,675

Stephen C. Kiely
 
32,077,171

 
252,739

 
5,102,675

Sally G. Narodick
 
32,107,623

 
222,287

 
5,102,675

Daniel C. Regis
 
32,110,714

 
219,196

 
5,102,675

Stephen C. Richards
 
32,102,557

 
227,353

 
5,102,675

Max L. Schireson
 
32,222,199

 
107,711

 
5,102,675

Peter J. Ungaro
 
32,104,645

 
225,265

 
5,102,675

 
 
 
 
 
 
 
 
 
Proposals:
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Auditor Ratification
 
37,150,012

 
263,694

 
18,879

 
 
Advisory Compensation Vote
 
31,819,219

 
464,893

 
45,798

 
5,102,675
































SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 15, 2015
 
                                
 
 
 
Cray Inc.
 
 
By:
 
/s/ MICHAEL C. PIRAINO
 
 
Michael C. Piraino
Vice President Administration, General Counsel and Corporate Secretary