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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 26, 2015

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

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



5.07 Submission of Matters to a Vote of Security Holders

On March 26, 2015, the Company held its annual meeting of stockholders (the “Annual Meeting”) at the Grand Hyatt New York in New York, New York. 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 six (6) individuals to the Board of Directors as follows:

Name Votes For Votes Withheld Broker Non-Votes
Walter Fiederowicz 54,406,588 3,066,364 3,199,273
Joseph Fiorita 54,404,925 3,068,027 3,199,273
Liang-Choo Hsia 56,106,703 1,366,249 3,199,273
Constantine Macricostas 54,388,490 3,084,462 3,199,273
George Macricostas 41,187,035 16,285,917 3,199,273
Mitchell Tyson 53,411,584 4,061,368 3,199,273

Proposal 2.

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2015 as set forth below:

Votes For Votes Against Abstentions
59,782,466 870,471 19,288

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
54,258,103 3,134,184 80,665 3,199,273

As previously disclosed, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of its named executive officers (the “say-on-pay vote”) each year until the next time that the Company proposes an advisory vote on the frequency of the say-on-pay vote.



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)

 

DATE: March 31, 2015 BY    /s/ Richelle E. Burr
Richelle E. Burr
Vice President, General Counsel

PHOTRONICS, INC.