UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~ Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~: ~~August~~ 27September 20, 2019

(Date of earliest event reported)

CRAY INC.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Washington	0-26820	093-~~26820~~0962605	~~93-0962605~~
(State or other Jurisdictionof Incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation)	(Commissionfile number)	(I.R.S. EmployerIdentification No.)

901 Fifth Avenue, Suite 1000		98164
Seattle	WA
(Address of Principal Executive Offices)		(Zip Code)

901 Fifth Avenue, Suite 1000

~~Registrant’s telephone number~~Seattle, ~~including area code: (206) 701-2000~~ WA

(Address of principal executive offices)

98164

(Zip Code)

(206) 701-2000

(Registrant’s telephone number, including area code)

None

(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~~obligations of the registrant under any of the following provisions: (see General Instruction A.2 below):

☐ 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))

☐ 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))

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	CRAY	Nasdaq Stock Market LLC

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 . ☐

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

Cray Inc., a Washington corporation (“Cray”) held a Special Meeting of Shareholders (the “Special Meeting”) on August 27, 2019 at the offices of Fenwick & West LLP, located at 1191 Second Avenue, 10th Floor, Seattle, WA 98101. An aggregate of 41,337,879 shares of Company common stock were entitled to vote at the Special Meeting, and a total of 33,167,348 shares, constituting a quorum, were represented in person or by proxy.

At the Special Meeting, the shareholders of Cray voted on the following proposals: (i) to approve the Agreement and Plan of Merger, dated as of May 16, 2019, by and among Hewlett Packard Enterprise Company, a Delaware corporation (“HPE”), Canopy Merger Sub, Inc., a Washington corporation and wholly-owned subsidiary of HPE, and Cray, as such agreement may be amended from time to time (the “Merger Agreement”) (such proposal, “Proposal One: Merger Agreement Vote”); (ii) to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Cray’s named executive officers in connection with the merger (such proposal, “Proposal Two: Advisory Compensation Vote”); and (iii) to approve the adjournment of the special meeting to a later date, if the Board determines that it is necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if there is not a quorum present or there are not sufficient votes in favor of the approval of the Merger Agreement at the time of the special meeting (such proposal, “Proposal Three”). Each of these proposals is described in more detail in Cray’s definitive proxy statement, dated June 25, 2019. The voting results for each of the proposals are detailed below:

	For	Against	Abstentions
Proposal One: Merger Agreement Vote	32,357,712	595,875	213,761
Proposal Two: Advisory Compensation Vote	13,885,756	18,669,412	612,180

Proposal Three. There being a quorum present and sufficient votes in favor of Proposal One: Merger Agreement Vote, the shareholders were not asked to vote with respect to Proposal Three.

Item 8.01. Other Events.

Regulatory Approval Required for the Merger

On ~~August~~September 2320, 2019, the ~~Korea~~requisite ~~Fair~~waiting ~~Trade~~period ~~Commission~~in ~~granted~~Japan ~~clearance~~expired ~~with~~for ~~respect~~the topreviously announced pending acquisition (the ~~merger~~“Merger”) toof beCray ~~effected~~Inc., a Washington corporation (“Cray”), by Hewlett Packard Enterprise Company, a Delaware corporation (“HPE”), pursuant to the Agreement and Plan of Merger, ~~Agreement~~dated as of May 16, 2019, by and among HPE, Canopy Merger Sub, a Washington corporation and wholly-owned subsidiary of HPE, and Cray, as such agreement may be amended from time to time (the “Merger Agreement”).

As previously disclosed, the German Federal Cartel Office terminated the applicable waiting period for the Merger in Germany on August 8, 2019, the Austrian Federal Competition Authority granted clearance with respect to the Merger on August 12, 2019, ~~and~~ the waiting period for the Merger in the United States under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on August 16, 2019, and the Korea Fair Trade Commission granted clearance with respect to the Merger on August 23, 2019.

~~The~~Also, ~~receipt~~as ofpreviously ~~such~~disclosed, ~~antitrust~~at ~~clearances,~~a ~~the~~special ~~expiration~~meeting of ~~such~~shareholders ~~waiting periods and approval~~ of ~~the Merger Agreement by~~ Cray's ~~shareholders~~held ~~were~~on ~~some~~August of27, ~~the~~2019, ~~conditions to~~ the ~~closing~~shareholders of ~~the~~Cray ~~Merger~~approved ~~as specified in~~ the Merger Agreement.

The ~~closing~~receipt of ~~the~~such ~~Merger~~antitrust isclearances ~~subject~~and to the ~~satisfaction~~expiration of ~~certain~~such ~~other~~antitrust ~~closing~~waiting ~~conditions~~periods ~~set~~and ~~forth~~the inapproval of the Merger Agreement, ~~including~~by the ~~expiration~~shareholders of Cray comprise all the ~~requisite~~conditions ~~waiting~~to ~~period~~the inclosing ~~Japan.~~of ~~The~~the ~~requisite~~Merger ~~waiting~~other ~~period~~than inthose ~~Japan~~to ~~will~~be ~~expire~~waived onor ~~September~~satisfied ~~20,~~at ~~2019~~the ~~unless~~closing. Cray anticipates the ~~Japan~~closing ~~Fair~~of ~~Trade~~the ~~Commission~~Merger ~~requests~~will ~~additional~~occur ~~information~~on ~~(in~~September ~~which~~25, ~~event~~2019, ~~this~~subject ~~waiting~~to ~~period~~the ~~would~~waiver beor ~~extended)~~satisfaction of the remaining conditions.

The foregoing information should be read in conjunction with the definitive proxy statement filed with the Securities and Exchange Commission on June 25, 2019.

Forward Looking Statements

Statements in this communication regarding the proposed Merger between HPE and Cray, the expected timetable for completing the Merger and any other statements regarding the future expectations, beliefs, goals, plans or prospects of Cray constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (collectively, “forward-looking statements”). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the parties’ inability to consummate the Merger when anticipated, or at all, due to failure to satisfy conditions to the completion of the Merger and the other factors described in Cray’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed February 12, 2019 with the Securities and Exchange Commission (the “SEC”) and Cray’s most recent Quarterly Report on Form 10-Q filed August 2, 2019 with the SEC. Cray assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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 ~~thereunto~~hereunto duly authorized.

Date: August 27, 2019



		CRAY INC.

Date: September 20, 2019	By:	/s/ Michael C. Piraino
		Michael C. Piraino
		Senior Vice President, General Counsel and Corporate Secretary

Cray Inc. By: /s/ MICHAEL C. PIRAINO Michael C. PirainoSenior Vice President Administration, General Counsel and Corporate Secretary

Filing Compare · CRAY INC