2014 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 12, 2014
 
 
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 12, 2014 to (i) elect seven 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, 2014 (“Auditor Ratification”) and (iii) vote, in an advisory or non-binding vote, on the compensation of the Company’s named executive officers as described in the Company’s proxy statement relating to its 2014 annual meeting of shareholders (“Advisory Compensation Vote”). As of April 10, 2014, the record date for the Annual Meeting, there were 40,689,400 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 36,744,211 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
 
30,265,020

 
39,020

 
6,440,171

Stephen C. Kiely
 
30,221,121

 
82,919

 
6,440,171

Frank L. Lederman
 
30,256,050

 
47,990

 
6,440,171

Sally G. Narodick
 
30,225,837

 
78,203

 
6,440,171

Daniel C. Regis
 
30,223,565

 
80,475

 
6,440,171

Stephen C. Richards
 
30,230,491

 
73,549

 
6,440,171

Peter J. Ungaro
 
30,214,878

 
89,162

 
6,440,171

 
 
 
 
 
 
 
 
 
Proposals:
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Auditor Ratification
 
36,637,164

 
63,431

 
43,616

 
 
Advisory Compensation Vote
 
29,868,724

 
382,111

 
53,205

 
6,440,171































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 16, 2014
 
                                
 
 
 
Cray Inc.
 
 
By:
 
/s/ MICHAEL C. PIRAINO
 
 
Michael C. Piraino
Vice President Administration, General Counsel and Corporate Secretary