- Current report filing (8-K)
November 15 2011 - 9:19AM
Edgar (US Regulatory)
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):
November 11
, 2011
ELECTROMED, INC.
(Exact Name of Registrant as Specified in Its
Charter)
Minnesota
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001-34839
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41-1732920
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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500 Sixth Avenue NW
New Prague, MN 56071
(Address of Principal Executive Offices)(Zip
Code)
(952) 758-9299
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(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 1.01 Entry into a Material Definitive
Agreement.
The information in Item 5.02 is incorporated
by reference into this Item 1.01 as if fully set forth herein.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2012 Annual Meeting of Shareholders of
Electromed, Inc. (the “Company”), shareholders approved the Electromed, Inc. 2012 Stock Incentive Plan (the “2012
Plan”). The 2012 Plan permits the grant of non-qualified stock options and restricted stock units to the Company’s
employees (including officers), directors, and consultants. The maximum aggregate number of shares of common stock reserved and
available for awards under the 2012 Plan is 200,000. Shares subject to awards granted under the 2012 Plan that expire or are terminated
or forfeited for any reason will remain in the pool of shares available for issuance under the 2012 Plan. The 2012 Plan became
effective upon approval by the Company’s shareholders and will terminate at midnight on December 31, 2016, or such earlier
time as permitted by the 2012 Plan. No awards have yet been made under the 2012 Plan. The full text of the 2012 Plan is set forth
in Exhibit 10.1 attached hereto and is incorporated by reference in this Current Report on Form 8-K as if fully set forth
herein.
Item 5.07 Submission of Matters to
a Vote of Security Holders.
The 2012 Annual Meeting of Shareholders of
the Company was held on November 11, 2011. The votes cast with respect to each item of business properly presented at the
meeting are as follows:
Proposal No. 1—The shareholders
approved setting the number of directors at seven (7).
For
|
|
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4,987,178
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Against
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16,733
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Abstain
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21,872
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Broker Non-Vote
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N/A
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Proposal No. 2—The shareholders
elected each of the seven nominees to the Board of Directors to serve until the next annual meeting of shareholders.
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For
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Withheld
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Broker
Non-Vote
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Stephen H. Craney
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3,636,673
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35
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1,389,075
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William V. Eckles
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3,636,673
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35
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1,389,075
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Thomas M. Hagedorn
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3,636,118
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590
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|
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1,389,075
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Craig N. Hansen
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3,636,118
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590
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1,389,075
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Robert D. Hansen
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3,636,673
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35
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1,389,075
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Darrel L. Kloeckner
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3,636,673
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35
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1,389,075
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Dr. George H. Winn
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3,634,458
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2,250
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1,389,075
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Proposal No. 3—The shareholders
approved the Electromed, Inc. 2012 Stock Incentive Plan.
For
|
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3,118,427
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Against
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443,991
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Abstain
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74,290
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Broker Non-Vote
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1,389,075
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Proposal No. 4—The shareholders
ratified the appointment of McGladrey & Pullen, LLP as the Company's independent registered public accounting firm for the
fiscal year ending June 30, 2012.
For
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5,007,645
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Against
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885
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Abstain
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17,253
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Broker Non-Vote
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N/A
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements: None.
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(b)
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Pro forma financial information: None.
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(c)
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Shell company transactions: None.
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(d)
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Exhibits:
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10.1
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Electromed, Inc. 2012 Stock Incentive Plan
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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.
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Electromed, Inc.
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Date:
November 15, 2011
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By: /s/ Jeremy T. Brock
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Name:
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Jeremy T. Brock
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
Electromed, Inc.
Form 8-K Current Report
Exhibit
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Number
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Description
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10.1
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Electromed, Inc. 2012 Stock Incentive Plan
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