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 3, 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))
 
 


Item 5.02(d) Election of Directors

On January 5, 2012 Photronics announced the appointment of Dr. Liang-Choo Hsia to the Board of Directors. Dr. Hsia was elected to the Board of Directors of Photronics, Inc. on January 3, 2012. Dr. Hsia will be a member of the Nominating Committee as well as Chairman of the newly formed Strategy and Technology Committee. Dr. Hsia will receive an annual retainer of $30,000 as well as 8,000 shares of restricted stock of Photronics, Inc. and 12,000 options to purchase shares of Photronics, Inc. Dr. Hsia will also receive $15,000 for being Chairman of the Strategy and Technology Committee and $5,000 for being on the Nominating Committee.

A copy of the press release announcing Dr. Hsia's appointment is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits

       (d)        Exhibits
 
  99.1       Press Release dated January 5, 2012.



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 9, 2012   BY  /s/ Richelle E. Burr
        Richelle E. Burr
        Vice President, General Counsel
 
PHOTRONICS, INC.