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):  May 30, 2012

 

 

Intermolecular, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

(408) 582-5700

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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 (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

 

Intermolecular, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 30, 2012 in Menlo Park, California.  The results of the matters voted on by the Company’s stockholders are set forth immediately below.

 

Proposal 1

 

To elect two (2) Class I Directors to the Company’s Board of Directors to hold office for a three-year term expiring at the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified or their earlier resignation or removal:

 

		Number of Votes
Name of Nominees		For		Withheld		Broker Non-Votes
Marvin D. Burkett		35,435,001		61,905		588,477
John L. Walecka		35,435,001		61,905		588,477

 

Proposal 2

 

To approve, on a non-binding, advisory basis, the following resolution relating to the compensation of the Company’s named executive officers:

 

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosure set forth in the Company’s proxy statement.”

 

Number of Votes
For		Against		Abstain		Broker Non-Votes
35,456,844		5,962		34,100		588,477

 

Proposal 3

 

To approve, on a non-binding, advisory basis, the frequency of holding future say-on-pay votes on the compensation of the Company’s named executive officers:

 

Number of Votes
Every Three Years		Every Two Years		Every One Year		Abstain		Broker Non-Votes
7,671,781		121,919		27,669,106		34,100		588,477

 

Proposal 4

 

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012:

 

Number of Votes
For		Against		Abstain
36,050,465		818		34,100

 

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SIGNATURE

 

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.

 

		INTERMOLECULAR, INC.
Date: June 5, 2012		By:	/s/ David E. Lazovsky
			David E. Lazovsky
			President and Chief Executive Officer

 

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