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 17, 2012
 
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant
as Specified in Charter)
 
 
Delaware
  
 
(State or Other Jurisdiction of Incorporation)
  
 
000-50646
  
61-1430858
(Commission File Number)
  
(IRS Employer Identification No.)
 
26462 CORPORATE AVENUE,
HAYWARD, CA
  
94545
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (510) 576-4400
 
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.

At the Company’s Annual Meeting of Stockholders held on May 17, 2012, stockholders considered and approved three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed on April 20, 2012 for the Annual Meeting of Stockholders.

The vote results detailed below represent the final results as certified by the Inspector of Elections:

Proposal 1
 
Election of directors for a one-year term.
 
Director
For
Withheld
Broker Non-Vote
Susan H. Billat
14,569,472
666,033
3,736,472
John Chenault
15,163,406
72,099
3,736,472
Clarence L. Granger
14,970,593
264,912
3,736,472
David T. ibnAle
14,322,272
913,233
3,736,472
Leonid Mezhvinsky
13,145,514
2,089,991
3,736,472

Proposal 2

Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for fiscal 2012.
 
For
Against
Abstain
18,750,276
216,460
5,241

Proposal 3
 
Approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers.
 
For
Against
Abstain
Broker Non-Vote
14,911,696
42,429
281,380
3,736,472
 
 
 
 
 
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.
 
   
ULTRA CLEAN HOLDINGS, INC.
 
 
  
Date:
June 4, 2012
  
By:
/s/ Clarence L. Granger
  
       
Name:
Clarence L. Granger
  
       
Title:
Chairman and Chief Executive Officer