HTWR Heartware International, Inc. (MM)

 

 

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): June 4, 2015

 

 

HEARTWARE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34256		26-3636023
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 Old Connecticut Path

Framingham, MA 01701

(Address of principal executive offices)

Registrant’s telephone number, including area code:

508.739.0950

 

 

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))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders

On Thursday, June 4, 2015, HeartWare International, Inc. held its Annual Meeting of Stockholders at its corporate headquarters in Framingham, Massachusetts. The stockholders approved each of the proposals put to a vote of stockholders as recommended by the Board. The proposals had been previously announced and described in the Notice of Meeting contained in the company’s Definitive Proxy Statement, which was filed with the Securities and Exchange Commission on April 30, 2015. Of the 17,245,446 shares of the company’s outstanding common stock entitled to vote at the meeting, 16,223,601 shares of common stock, or approximately 94.07%, were represented at the meeting in person or by proxy.

The proposals voted upon and approved by the stockholders of the company were as follows:

 

1.

To elect each of Cynthia Feldmann and Dr. Denis Wade as a Class I Director to hold office until the company’s annual meeting of stockholders to be held in 2018 or until a successor is duly elected and qualified;

 

2.

To ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2015;

 

3.

To approve and ratify an amendment to the company’s Certificate of Incorporation to increase the number of authorized shares of the company’s common stock from 25 million shares to 50 million shares;

 

4.

To approve and ratify an amendment to the company’s 2012 Incentive Award Plan to increase the number of shares of the company’s common stock available for issuance under the Plan by 1.1 million shares; and

 

5.

To consider and act on an advisory vote to approve the compensation paid to certain executive officers.

A tabular summary of the voting results is attached as an exhibit and is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.		Description
99.1		Tabular Summary of Voting Results from HeartWare’s June 4, 2015 Annual Meeting

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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.

 

				HeartWare International, Inc.
Date: June 5, 2015				By:		/s/ Lawrence J. Knopf
						Name:		Lawrence J. Knopf
						Title:		Senior Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

 

Exhibit No.		Description
99.1		Tabular Summary of Voting Results from HeartWare’s June 4, 2015 Annual Meeting

Exhibit 99.1

HEARTWARE INTERNATIONAL, INC.

ANNUAL MEETING – JUNE 4, 2015

Disclosure of Annual Meeting Votes

The following table sets forth the voting results of HeartWare stockholders at HeartWare’s Annual Meeting held on June 4, 2015.

 

No.		Proposal		Vote Type		Vote Results
1.		Election of Directors
		a) Cynthia Feldmann		For			13,386,104
				Withheld			1,899,281
				Non Votes			938,216
		b) Dr. Denis Wade		For			13,386,104
				Withheld			1,899,281
				Non Votes			938,216
2.		Ratification of Appointment of Grant Thornton LLP
				For			16,125,832
				Against			90,698
				Abstain			7,071
				Non Votes			0
3.		Certificate of Incorporation Amendment to Increase Authorized Shares
				For			15,135,701
				Against			1,079,302
				Abstain			8,598
				Non Votes			0
4.		2012 Incentive Award Plan Amendment to Increase Available Shares
				For			11,674,165
				Against			3,604,336
				Abstain			6,884
				Non Votes			938,216
5.		Executive Compensation Advisory Vote
				For			11,514,206
				Against			3,750,238
				Abstain			20,941
				Non Votes			938,216