Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 9, 2010

Date of Report (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   001-33823   77-0510671

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

4209 Technology Drive

Fremont, California 94538

(Address of principal executive offices, including zip code)

(510) 413-5999

(Registrant’s telephone number, including area code)


(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))




Item 5.07 Submission of Matters to a Vote of Security Holders.

3PAR Inc. (“3PAR”) held its 2010 annual meeting of stockholders on September 9, 2010 (the “Annual Meeting”). Of the 62,579,227 shares of 3PAR’s common stock outstanding as of July 14, 2010, 55,763,238 shares were represented at the Annual Meeting, either in person or by proxy, constituting 89.11% of the outstanding shares entitled to vote. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.


  1. Election of Class III Directors. The following nominees were re-elected to serve as Class III directors, each to hold office until 3PAR’s 2013 annual meeting of stockholders and until his respective successor has been duly elected and qualified or his earlier resignation or removal:



   Votes For    Votes Withheld    Broker Non-Votes

Mark A. Jung

   49,736,387    257,181    5,769,670

David C. Scott

   49,525,908    467,660    5,769,670

Michael J. Sheridan

   49,735,662    257,906    5,769,670


  2. Ratification of Selection of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as 3PAR’s independent registered public accounting firm for the fiscal year ending March 31, 2011, was ratified based on the following results of voting:


Votes For


Votes Against




  340,278   92,062


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.


    3PAR INC.
Date: September 13, 2010     By:  

/S/    DAVID C. SCOTT        

      David C. Scott
      President and Chief Executive Officer