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

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Date of report (Date of earliest event reported)
March 11, 2021

PHOTRONICS, INC.
(Exact name of registrant as specified in its charter)

Connecticut
  0-15451
 
06-0854886
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

 
15 Secor Road, Brookfield, CT
  06804
 
 
(Address of Principal Executive Offices)
 
(Zip Code)
 

Registrant's Telephone Number, including area code
 (203) 775-9000

(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:

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
COMMON STOCK, $0.01 par value per share
PLAB
NASDAQ Global Select Market
PREFERRED STOCK PURCHASE RIGHTS N/A
N/A
 


Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On March 11, 2021, the Company held its annual meeting of stockholders (the “Annual Meeting”) on the Internet via live webcast at www.virtualshareholdermeeting.com/PLAB2021. At the Annual Meeting, the Company’s stockholders approved three (3) proposals. The proposals are described in detail in the proxy statement relating to the annual meeting.
 
Proposal 1.
 
The Company’s stockholders elected seven (7) individuals to the Board of Directors as follows:

Name
Votes For
Votes Withheld
Broker Non-Votes
Walter M. Fiederowicz
34,556,599
14,803,038
3,269,912
Peter S. Kirlin
48,172,361
1,187,276
3,269,912
Daniel Liao
49,054,728
304,909
3,269,912
Constantine Macricostas
45,117,343
4,242,294
3,269,912
George Macricostas
44,029,908
5,329,729
3,269,912
Mary Paladino
48,959,879
399,758
3,269,912
Mitchell G. Tyson
33,036,473
16,323,164
3,269,912
 
Proposal 2.
 
The Company's stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2021 as set forth below:

Votes For
Votes Against
Abstentions
 
51,196,903
1,413,343
19,303
 
 
Proposal 3.
 
The Company's stockholders approved by non-binding vote a resolution relating to the compensation of the named executive officers of the Company as described in the compensation discussion and analysis and the narrative disclosure as included in the proxy statement relating to the annual meeting.

Votes For
Votes Against
Abstentions
Broker Non-Votes
46,703,990
2,248,813
406,834
3,269,912


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.
 
PHOTRONICS, INC.
(Registrant)
 
 
By:
/s/ Richelle E. Burr
 
Name:
Richelle E. Burr
 
Title:
Executive Vice President,
   
Chief Administrative Officer,
   
General Counsel and Secretary

Date:  March 12, 2021