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 8, 2016
 
 
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 8, 2016 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, 2016 (“Auditor Ratification”), (iii) vote on the amendment and restatement of the Company’s 2013 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized for issuance thereunder by 2,500,000 shares and to re-approve the performance factors under the Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (together, the “Plan Amendment and Performance Factors Vote”), and (iv) 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 2016 annual meeting of shareholders (“Advisory Compensation Vote”). As of April 8, 2016, the record date for the Annual Meeting, there were 40,765,644 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 38,649,443 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
 
34,366,882

 
44,590

 
4,237,971

Martin J. Homlish
 
34,365,730

 
45,472

 
4,237,971

Stephen C. Kiely
 
34,133,899

 
277,573

 
4,237,971

Sally G. Narodick
 
34,145,176

 
266,296

 
4,237,971

Daniel C. Regis
 
34,307,919

 
103,553

 
4,237,971

Max L. Schireson
 
34,183,002

 
228,470

 
4,237,971

Brian V. Turner
 
34,200,775

 
210,697

 
4,237,971

Peter J. Ungaro
 
34,317,743

 
93,729

 
4,237,971

 
 
 
 
 
 
 
 
 
Proposals:
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Auditor Ratification
 
38,480,657

 
122,692

 
46,094

 
—
Plan Amendment and Performance Factors Vote
 
25,027,689

 
9,327,684

 
56,099

 
4,237,971

Advisory Compensation Vote
 
26,140,560

 
8,192,096

 
78,816

 
4,237,971






















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 14, 2016
 
                                
 
 
 
Cray Inc.
 
 
By:
 
/s/ MICHAEL C. PIRAINO
 
 
Michael C. Piraino
Senior Vice President Administration, General Counsel and Corporate Secretary