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 24, 2010

 

Power-One, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

(805) 987-8741

(Registrant’s Telephone Number, Including Area Code)

 

Not applicable

(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:

 

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 Vote of Stockholders.

 

The Annual Meeting of Stockholders of Power-One, Inc. (“Power-One” or the “Company”) was held on May 24, 2010.  Proxies were solicited by the Company pursuant to Regulation 14 under the Securities Exchange Act of 1934 for the following four proposals:

 

Proposal 1:  To adopt a plan of reorganization intended to better protect the Company’s substantial net operating loss carryforwards;

 

Proposal 2:  To approve the amendment and restatement of the Power-One, Inc. 2004 Stock Incentive Plan;

 

Proposal 3:  To elect the members of the Board of Directors, subject to the right of the holders of the Company’s preferred stock to separately elect two directors; and

 

Proposal 4:  To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Power-One for the 2010 fiscal year.

 

Proxies representing 79,012,090 shares of the common stock eligible to vote at the meeting, or 89.41% of the outstanding common shares, were voted.

 

Proxies representing 17,500,000 shares of the preferred stock eligible to vote at the meeting, or 100% of the outstanding preferred shares, were voted.

 

The following is a tabulation of the votes with respect to each of the proposals:

 

Proposal One

Plan of Reorganization

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
69,521,063		11,522,229		68,475		15,410,323

 

Proposal Two

Amendment and Restatement of

Power-One, Inc., 2004 Stock Incentive Plan

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
70,121,654		10,894,984		83,163		15,422,289

 

Proposal Three

Election of Common Stock Directors

 

		Votes For		Votes Withheld		Broker Non-Votes
Kendall R. Bishop		62,625,817		980,084		15,406,189
Jon Gacek		63,113,368		492,533		15,406,189
Kambiz Hooshmand		63,097,122		508,779		15,406,189
Mark Melliar-Smith		58,466,181		5,139,720		15,406,189
Richard J. Thompson		62,991,359		614,542		15,406,189
Jay Walters		63,053,298		552,603		15,406,189

 

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Election of Preferred Stock Directors

 

		Votes For		Votes Withheld		Broker Non-Votes
Kyle Ryland		17,500,000		-0-		-0-
Ajay Shah		17,500,000		-0-		-0-

 

Proposal Four

Ratification of the Appointment of

Independent Registered Public Accounting Firm

 

Votes For		Votes Against		Votes Abstained		Broker Non- Votes
95,851,063		248,329		422,698		-0-

 

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.

 

			POWER-ONE, INC.
			(Registrant)
		By:	/s/LINDA C. HELLER
Date:	May 25, 2010		Linda C. Heller
			Senior Vice President — Finance, Treasurer and Chief Financial Officer

 

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