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 6, 2016
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-35256
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94-2683643
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161 S. San Antonio Road, Suite 10, Los Altos
, CA
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94022
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408/986-4300
(Registrant’s Telephone Number, Including Area Code)
With a copy to:
Jaclyn Liu, Esq.
Morrison & Foerster
llp
425 Market Street
San Francisco, CA 94105
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 . Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
On June 6, 2016, DSP Group, Inc. (the “Company”) held its annual meeting of stockholders (the “2016 Annual Meeting”) whereby the stockholders approved amendments to the Second Restated Certificate of Incorporation (the “Amendment”) of the Company to eliminate the 66 2/3 voting requirement for removal of a director without cause and the addition of a Delaware forum selection clause. Subsequent to the stockholder approval, the Amendment was filed and accepted by the Secretary of State of the State of Delaware on June 7, 2016. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the 2016 Annual Meeting, the following proposals were submitted to a vote of stockholders and the voting results are set forth below. The proposals are described in detail in the proxy statement for the 2016 Annual Meeting that the Company filed with the Securities and Exchange Commission on April 29, 2016.
1. Election of seven directors as specifically set forth below, each to serve until the 2017 annual meeting of stockholders:
2. Proposal to approve an amendment to the Second Restated Certificate of Incorporation to eliminate 66 2/3 voting requirement for removal of a director without cause:
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For: 18,011,094 |
Against: 81,295 |
Abstain: 176,510 |
Broker Non-Vote: 69,750 |
3. Proposal to approve an amendment to the Second Restated Certificate of Incorporation to add a provision to designate Delaware Chancery Court as the exclusive forum for certain legal actions:
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For: 11,850,757 |
Against:4,003,715 |
Abstain: 175,540 |
Broker Non-Vote: 2,308,637 |
4. Proposal to ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the year ending December 31, 2016:
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For: 17,532,777 |
Against: 456,211 |
Abstain: 349,661 |
Broker Non-Vote: 0 |
5. Advisory vote to approve the Company’s named executive officers compensation:
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For: 15,670,152 |
Against: 341,050 |
Abstain: 18,810 |
Broker Non-Vote: 2,308,637 |
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amendment to Second Restated Certificate of Incorporation of DSP Group, Inc., effective as of June 7, 2016.
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.
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DSP GROUP, INC. |
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Date: June 9, 2016 |
By: |
/s/ Dror Levy |
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Dror Levy
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
THE
SECOND
RESTAT
ED CERTIFICATE OF INCORPORATION
OF
DSP GROUP, INC.
DSP Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is DSP Group, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on September 23, 1993 under the name DSP Group, Inc. This corporation filed the Restated Certificate of Incorporation on February 1, 1994. This corporation further filed amendments to the Restated Certificate of Incorporation on May 24, 1995, July 19, 1999 and June 11, 2014. This corporation filed the Second Restated Certificate of Incorporation on June 11, 2015.
SECOND: That at a meeting of the Board of Directors of DSP Group, Inc. duly held on March 14, 2016, and pursuant to an unanimous written consent of the Board of Directors, effective March 31, 2016, resolutions were duly adopted setting forth proposed amendments of the Second Restated Certificate of Incorporation of said corporation, declaring said amendments to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:
RESOLVED, that, subject to the approval of the stockholders of this corporation, Section G of Article VI of this corporation’s Second Restated Certificate of Incorporation be amended to read in full as follows:
“Subject to any limitations imposed by law, the Board of Directors, or any individual director, may be removed from office, with or without cause, at any time by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of the Voting Stock entitled to vote generally in the election of directors, voting together as a single class. If the Board of Directors is classified, stockholders may effect removal only for cause. If the corporation has cumulative voting for directors, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if voted cumulatively at an election of the entire Board of Directors.”
RESOLVED, that, subject to the approval of the stockholders of this corporation, this corporation’s Restated Certificate of Incorporation shall be amended to include a new Article XI to read as follows:
“Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, a federal or state court located in Delaware) shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to the Court of Chancery (or federal or state court in Delaware) having personal jurisdiction over the indispensable parties named as defendants in the action or proceeding.”
THIRD: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held on June 6, 2016, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute and the Second Restated Certificate of Incorporation was voted in favor of the amendments.
FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, DSP Group, Inc. has caused this certificate to be signed by Dror Levy, Chief Financial Officer and Secretary on this 7 th day of June, 2016.
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By: |
/s/ Dror Levy
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