Current Report Filing (8-k)
December 06 2017 - 2:55PM
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): December 1, 2017
Analogic Corporation
(Exact name of registrant as specified in its charter)
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Massachusetts
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0-6715
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04-2454372
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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 No.)
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8 Centennial Drive, Peabody,
Massachusetts
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01960
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: 978-326-4000
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 (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
On December 1, 2017, Analogic Corporation (the
Company
) held its 2018 Annual Meeting of Stockholders (the
2018 Annual
Meeting
), at which a quorum was present in person or by proxy. The following is a brief description and vote count of all items voted on at the Annual Meeting:
Proposal 1 Election of Directors
. Our stockholders elected seven directors for a one-year term, to hold office until our 2019 annual
meeting of stockholders, and until their respective successors have been duly elected and qualified.
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Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Bernard C. Bailey
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11,109,789
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46,788
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2,734
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766,880
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Jeffrey P. Black
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11,119,516
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37,383
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2,412
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766,880
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James J. Judge
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11,116,168
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40,331
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2,812
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766,880
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Michael T. Modic
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11,106,782
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49,774
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2,755
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766,880
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Stephen A. Odland
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10,721,207
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435,692
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2,412
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766,880
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Fred B. Parks
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11,118,871
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37,928
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2,512
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766,880
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Joseph E. Whitters
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11,120,600
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36,187
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2,524
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766,880
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Proposal 2 Ratification of Auditors
. Our stockholders ratified the appointment of Ernst & Young LLP
as our independent registered public accounting firm for the fiscal year ending July 31, 2018.
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For
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Against
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Abstain
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Broker
Non-Votes
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11,916,350
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6,032
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3,809
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0
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Proposal 3 Advisory Vote on Named Executive Officer Compensation
. Our stockholders approved, on a
non-binding, advisory basis, the compensation of our named executive officers.
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For
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Against
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Abstain
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Broker
Non-Votes
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11,075,823
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71,718
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11,770
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766,880
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Proposal 4 Advisory Vote on the Frequency of Future Named Executive Officer Compensation Advisory
Votes
. Our stockholders voted, on a non-binding, advisory basis, for the Company to hold advisory votes on its named executive officer compensation on an annual basis.
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One Year
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Two Years
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Three Years
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Abstain
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Broker
Non-Votes
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8,100,227
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2,013
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2,486,127
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570,944
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766,880
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After considering the results of the stockholder vote at the 2018 Annual Meeting, our Board of Directors has determined that
the Company will continue to hold advisory votes on named executive officer compensation on an annual basis until the next advisory vote on the frequency of stockholder votes on named executive officer compensation, which is required to occur no
later than our 2024 annual meeting of stockholders.
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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Analogic Corporation
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December 6, 2017
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By:
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/s/
John J. Fry
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Name:
John J. Fry
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Title: Senior Vice President,
General Counsel and Secretary
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