form8k.htm
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 21, 2012

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):

  
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 5.07                      Submission of Matters to a Vote of Security Holders.

(a)           The Company held its 2012 Annual Meeting of Shareholders on June 21, 2012.

(b)           The number of votes represented at the annual meeting, in person or by proxy, was 38,968,859.  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.

 
Name
Votes FOR
Votes WITHHELD
Percentage FOR of Total Votes Cast*
Steven V. Abramson
23,809,420
3,475,503
87%
Leonard Becker
26,634,470
   640,183
97%
Elizabeth H. Gemmill
26,370,782
   634,141
97%
C. Keith Hartley
26,641,896
   603,027
97%
Lawrence Lacerte
26,736,021
   538,902
98%
Sidney D. Rosenblatt
21,597,009
5,677,914
79%
Sherwin I. Seligsohn
21,465,531
5,809,392
78%
* There were 11,683,936 broker non-votes on the election of directors.  These were not considered votes “cast” on the election.

2.  Proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to implement a majority vote standard in uncontested elections of directors.

 
Votes FOR
Votes AGAINST
Abstentions
Broker Non-Votes
Percentage FOR of Total Votes Cast*
27,178,273
93,266
13,384
11,683,936
99%
*   Abstentions and broker non-votes were not considered votes “cast” on this proposal.

3.  Advisory approval of the Company’s executive officer compensation.

 
Votes FOR
Votes AGAINST
Abstentions
Broker Non-Votes
Percentage FOR of Total Votes Cast*
25,632,188
736,096
916,639
11,683,936
97%
*   Abstentions and broker non-votes were not considered votes “cast” on this proposal.

4.  Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2012.

 
Votes FOR
Votes AGAINST
Abstentions
Broker Non-Votes
Percentage FOR of Total Votes Cast*
38,804,767
106,909
57,183
-0-
99%
*   Abstentions and broker non-votes were not considered votes “cast” on this proposal.

(c)           Not applicable.

 
 
 

           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 25, 2012