CONCEPTUS INC - FORM 8-K - May 27, 2011
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): May 27, 2011
CONCEPTUS, INC.
(Exact name of registrant as specified in charter)
| Delaware | 000-27596 | 94-3170244 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification no.) |
331 East Evelyn Avenue
Mountain View, CA 94041
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (650) 962-4000
Check the appropriate box below if the form 8-K 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 (17CFR 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Company’s Annual Meeting of Stockholders on May 25, 2011, (1) two directors were elected to serve for three-year terms on the Board, (2) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year 2011 was ratified, (3) the advisory resolution to approve the compensation of the Company’s Named Officers, and (4) to determine, by non-binding vote, whether an advisory vote on executive compensation will occur every 1, 2, or 3 years.
Shares were voted on these proposals as follows:
| For |
Withheld |
Broker Non-vote | ||||||||
| 1. |
Election of Directors | |||||||||
| a. |
Paul A. LaViolette | 23,298,370 | 3,085,844 | 2,013,459 | ||||||
| b. |
Peter L. Wilson | 23,096,413 | 3,287,801 | 2,013,459 |
| For |
Against |
Abstain |
Broker Non-vote | |||||||||
| 2. |
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2011 | 28,281,407 | 34,887 | 81,379 | 0 | |||||||
| 3. |
Vote on an advisory resolution to approve the compensation of Conceptus Named Officers. | 26,072,752 | 290,519 | 20,943 | 2,013,459 | |||||||
| 1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-vote | ||||||||||
| 4. |
Determine, by non-binding vote, whether an advisory vote on executive compensation will occur every 1, 2, or 3 years. | 12,695,839 | 7,618,170 | 5,811,756 | 258,449 | 2,013,459 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits - None
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.
| CONCEPTUS, INC. | ||
| (Registrant) | ||
| By: | /s/ Gregory E. Lichtwardt | |
| Gregory E. Lichtwardt | ||
| Executive Vice President, Treasurer and Chief Financial Officer | ||
Dated: May 27, 2011
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