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)         January 31, 2012       

 
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:
 
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))
 
 

5.07 Submission of Matters to a Vote of Security Holders

With respect to voting results for the Company’s Annual Meeting held on April 1, 2011, the Company’s Board of Directors has determined that the Company will hold an advisory vote on say-on-pay each year until the next advisory vote on the frequency of say-on-pay voting.


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:  January 31, 2012   BY  /s/ Richelle E. Burr
        Richelle E. Burr
        Vice President, General Counsel
 
PHOTRONICS, INC.