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): May 4, 2012
CardioNet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33993 |
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33-0604557 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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227 Washington Street #210 |
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19428 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (610) 729-7000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On May 4, 2012, following the recommendation of the Nominating and Governance Committee, the Board of Directors of CardioNet, Inc. (the “Company”) appointed Anthony J. Conti as a director of the Company. Mr. Conti will serve as a Class II director with a term continuing through the Company’s 2015 Annual Meeting of Stockholders. Mr. Conti fills a vacancy on the Board of Directors of the Company. The Board of Directors now consists of seven directors.
Mr. Conti will serve as Chairman of the Audit Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2012, the Company held its 2012 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders elected the nominee for director, approved the CardioNet, Inc. 2008 Equity Incentive Plan, and ratified the selection of Ernst & Young as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2012. The nominee and the other proposals are described in detail in the Company’s Definitive Proxy Statement.
Proposal 1
The Company’s stockholders elected one director to the Board to serve for a three year term until the 2015 annual meeting of stockholders. The votes regarding this proposal are as follows:
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Kirk E. Gorman |
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14,826,297 |
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970,234 |
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5,674,085 |
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Proposal 2
The Company’s stockholders approved the CardioNet, Inc. 2008 Equity Incentive Plan in accordance with Internal Revenue Code Section 162(m). The votes regarding this proposal were as follows:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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8,437,584 |
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7,338,747 |
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20,200 |
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5,674,085 |
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Proposal 3
The Company’s stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP, Independent Registered Public Accounting Firm, for the fiscal year ending December 31, 2012.
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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20,750,629 |
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509,872 |
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210,115 |
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0 |
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Item 9.01 |
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Financial Statements and Exhibits. | |
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(d) |
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Exhibits. |
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Exhibit Number |
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Exhibit Title |
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99.1 |
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Press Release by the Company, dated May 10, 2012. |
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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CardioNet, Inc. | ||
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May 10, 2012 |
By: |
/s/ Peter Ferola | |
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Name: |
Peter Ferola |
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Title: |
Senior Vice President & Secretary |
Exhibit 99.1
CARDIONET APPOINTS ANTHONY J. CONTI
TO ITS BOARD OF DIRECTORS
CONSHOHOCKEN, Pa.—(BUSINESS WIRE)—May 10, 2012—CardioNet, Inc. (NASDAQ:BEAT), a leading wireless medical technology company with an initial focus on the diagnosis and monitoring of cardiac arrhythmias, announced today that Anthony J. Conti has joined the CardioNet Board of Directors and will serve as the Chairman of its Audit Committee. Mr. Conti is an esteemed leader whose illustrious career includes 37 years with Pricewaterhouse Coopers before his retirement in 2009. Mr. Conti replaces Kirk Gorman, who will continue to serve as the Company’s Chairman of the Board.
“I am extremely pleased to announce the appointment of Anthony J. Conti to the CardioNet Board of Directors,” noted Joseph H. Capper, CEO of CardioNet, Inc. “Mr. Conti’s superior leadership and financial expertise will serve as valuable assets to the CardioNet Board. We look forward to his contribution as we continue to execute on our strategic initiatives.”
Mr. Conti joined Coopers and Lybrand in 1973, and served a wide range of industrial, technology, utility and health services clients. Mr. Conti held a number of leadership roles with Coopers and Lybrand, and later with PricewaterhouseCoopers, after its merger with Price Waterhouse in 1998. He presently serves as the Chairman of the Audit Committee for Ametek, Inc., an electronic instrument and electromechanical device company.
Mr. Conti’s professional merits are complemented by his strong commitment to serving his community. Mr. Conti served as Chairman of the Board of the World Affairs Council of Philadelphia until December of 2011, and now serves as Chairman Emeritus. He also served as a Member of the Board and Executive Committee of the United Way of Southeastern Pennsylvania.
Mr. Conti holds a Bachelors of Arts degree in Economics from St. Joseph’s University and a Masters of Business Administration from Temple University.
About CardioNet
CardioNet is the leading provider of ambulatory, continuous, real-time outpatient management solutions for monitoring relevant and timely clinical information regarding an individual’s health. CardioNet’s initial efforts are focused on the diagnosis and monitoring of cardiac arrhythmias, or heart rhythm disorders, with a solution that it markets as Mobile Cardiac Outpatient Telemetry™ (MCOT™). More information can be found at http://www.cardionet.com.
Forward-Looking Statements
This document includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our growth prospects, the prospects for our products and our confidence in the Company’s future. These statements may be identified by words such as “expect,” “may,” “anticipate,” “possible,” “estimate,” “potential,” “intend,” “plan,” “believe,” “forecast,”
“promises” and other words and terms of similar meaning. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including important factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. For further details and a discussion of these and other risks and uncertainties, please see our public filings with the Securities and Exchange Commission, including our latest periodic reports on Form 10-K and 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
CardioNet, Inc.
Heather Getz
Investor Relations
800-908-7103
investorrelations@cardionet.com