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 23, 2011

 

Universal Display Corporation

(Exact Name of Registrant Specified in Charter)

 

Pennsylvania
(State or Other
Jurisdiction of
Incorporation)

 

1-12031
(Commission File
Number)

 

23-2372688
(I.R.S. Employer
Identification No.)

 

375 Phillips Boulevard

 

 

Ewing, NJ

 

08618

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (609) 671-0980

 

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 (see General Instruction A.2 below):

 

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.

 

(a)           The Company held its 2011 Annual Meeting of Shareholders on June 23, 2011.

 

(b)           The number of votes represented at the annual meeting, in person or by proxy, was 42,041,831.  In determining this number, abstentions and shares held by brokers who have notified us that they lack voting authority with respect to any matter (referred to herein as “broker non-votes”) were deemed present.  The matters voted upon at the annual meeting and the results of the vote on each such matter are set forth below:

 

1.  Election of Directors.  The results of the vote tabulated at the meeting for the election of seven directors are set forth as follows, opposite their respective names:

 

Name

 

Votes FOR

 

Votes WITHHELD

 

Percentage FOR of
Total Votes Cast*

 

Steven V. Abramson

 

27,737,688

 

2,837,814

 

90.7

%

Leonard Becker

 

29,897,202

 

686,300

 

97.7

%

Elizabeth H. Gemmill

 

29,825,631

 

759,871

 

97.5

%

C. Keith Hartley

 

29,825,256

 

760,266

 

97.5

%

Lawrence Lacerte

 

29,800,766

 

584,736

 

97.4

%

Sidney D. Rosenblatt

 

26,693,523

 

3,691,979

 

87.2

%

Sherwin I. Seligsohn

 

27,083,948

 

3,501,554

 

88.5

%

 

* Broker non-votes were not considered votes “cast” with respect to the election of directors.

 

2.  Proposal to Approve an Amendment to the Company’s Equity Compensation Plan to Increase the Number of Shares Authorized for Issuance under the Plan.  The results of the vote tabulated at the meeting for this proposal were as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

 

Percentage FOR of
Total Votes Cast*

 

26,645,764

 

3,883,698

 

56,039

 

11,456,330

 

87.3

%

 

*              Abstentions and broker non-votes were not considered votes “cast” with respect to this proposal.

 

3.  Non-binding, advisory vote on executive compensation.  The results of the vote tabulated at the meeting for this proposal were as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

 

Percentage FOR of
Total Votes Cast*

 

26,443,640

 

3,929,679

 

212,182

 

11,456,330

 

87.1

%

 

*              Abstentions and broker non-votes were not considered votes “cast” with respect to this proposal.

 

4.  Non-binding, advisory vote regarding the frequency of future advisory shareholder votes on executive compensation. The results of the vote tabulated at the meeting for this proposal were as follows:

 

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Every ONE Year

 

Every TWO Years

 

Every THREE Years

 

Abstentions

 

17,183,210

 

480,004

 

12,712,052

 

210,234

 

 

*              Abstentions and broker non-votes were not considered votes “cast” with respect to this proposal.

 

5.  Proposal to Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2011.  The results of the vote tabulated at the meeting for this proposal were as follows:

 

Votes FOR

 

Votes AGAINST

 

Abstentions

 

Broker Non-Votes

 

Percentage FOR of
Total Votes Cast*

 

41,854,949

 

109,599

 

77,283

 

—0—

 

99.7

 

 

*              Abstentions and broker non-votes were not considered votes “cast” with respect to this proposal.

 

(c)           Not applicable.

 

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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.

 

 

 

UNIVERSAL DISPLAY CORPORATION

 

 

 

 

 

 

By:

/s/ Sidney D. Rosenblatt

 

 

Name:

Sidney D. Rosenblatt

 

 

Title:

Executive Vice President & CFO

 

 

 

 

 

 

Dated: June 27, 2011

 

 

 

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