8-K - PLAB - Equibles

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)	March 11, 2021
PHOTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Connecticut	0-15451	06-0854886
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(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
15 Secor Road,<br> Brookfield, CT	06804
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(Address of Principal Executive Offices)	(Zip Code)
Registrant's Telephone Number, including area code	(203) 775-9000
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(Former name or former address, if changed since last report)
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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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Name:	Richelle E. Burr
Title:	Executive Vice President,
	Chief Administrative Officer,
	General Counsel and Secretary

Date: March 12, 2021