8-K 2015 Submission of Matters to a Vote of Security Holders


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 10, 2015
 

Natus Medical Incorporated
(Exact name of registrant as specified in its charter)


 
Delaware
 
000-33001
 
77-0154833
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
6701 Koll Center Parkway Suite 120 Pleasanton, CA 94566
(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code: (925) 223-6700
 
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):
 
¨
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 5.07.
Submission of Matters to a Vote of Security Holders
 
On June 4, 2015, Natus Medical Incorporated (the “Company”) held its annual meeting of stockholders. At this meeting, William M. Moore and Doris E. Engibous were re-elected to serve on the Board of Directors for a three-year term until 2018. Additionally, shareholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, provided advisory approval of the Company’s named executive officer compensation, and approved the Company’s Cash Incentive Program.
 
Proposal 1: Election of Directors
 
Nominee
 
 
 
 
 
 
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Doris E. Engibous
26,204,741
 
1,476,394
 
47,957
 
3,068,733
William M. Moore
18,532,871
 
9,148,287
 
47,934
 
3,068,733
 
Proposal 2: Ratification of KPMG as Auditors
 
For
 
Against
 
Abstain
 
 
 
29,994,497
 
16,377
 
786,951
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proposal 3:  Advisory Approval of the Company’s Executive Compensation
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
26,037,144
 
1,403,526
 
288,422
 
3,068,733
 
 
 
 
 
 
 
 
Proposal 4: Approval of the Company’s Cash Incentive Plan
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
18,858,966
 
8,592,265
 
277,861
 
3,068,733
 
 
 
 
 
 
 
 
 
No other matters were considered or voted upon at the meeting.
 
 
 

 
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.
 




 
 
 
 
 
 
 
 
 
 
 
 
 
NATUS MEDICAL INCORPORATED
 
 
 
 
Date: June 10, 2015
 
 
 
By:
 
/s/ Jonathan A. Kennedy
 
 
 
 
 
 
Jonathan A. Kennedy
 
 
 
 
 
 
Senior Vice President Finance & Chief Financial Officer