0001321732-19-000068.txt : 20190610 0001321732-19-000068.hdr.sgml : 20190610 20190610171932 ACCESSION NUMBER: 0001321732-19-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190605 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190610 DATE AS OF CHANGE: 20190610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Penumbra Inc CENTRAL INDEX KEY: 0001321732 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37557 FILM NUMBER: 19889290 BUSINESS ADDRESS: STREET 1: ONE PENUMBRA PLACE CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: (510) 995-2486 MAIL ADDRESS: STREET 1: ONE PENUMBRA PLACE CITY: ALAMEDA STATE: CA ZIP: 94502 8-K 1 item5_07form8-k.htm 8-K Document


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
June 5, 2019
Date of Report (Date of earliest event reported)
 
 Penumbra, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-37557
 
05-0605598
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
 
 
 One Penumbra Place
Alameda, CA 94502
 
 
 
 
(Address of principal executive offices, including zip code)
 
 
 
 
(510) 748-3200
(Registrant’s telephone number, including area code)
 
 
 
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))

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.
 
(a)
Penumbra, Inc. (“Penumbra” or the “Company”) held its Annual Meeting of Stockholders on June 5, 2019 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on the record date, April 16, 2019, there were 34,732,088 shares outstanding and entitled to vote, and 31,601,836 shares were voted in person or by proxy on the proposals described below.

(b)
At the Annual Meeting, Penumbra’s stockholders voted on the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2019. The number of votes cast with respect to each proposal was as indicated below:
1)
Election of Class I Directors. The following nominees were elected to serve as Class I directors, each to serve until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following results of voting:
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Don Kassing
 
20,864,543
 
4,943,952
 
5,793,341
Thomas Wilder
 
20,904,992
 
4,903,503
 
5,793,341
Janet Leeds
 
25,769,159
 
39,336
 
5,793,341

2)
Ratification of Selection of Independent Registered Public Accounting Firm. The selection of Deloitte & Touche LLP as the independent registered public accounting firm for Penumbra for the fiscal year ending December 31, 2019 was ratified based on the following results of voting:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
31,080,592
 
487,838
 
33,406
 
N/A

3)
Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers. The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, based on the following results of voting:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
25,409,754
 
375,473
 
23,268
 
5,793,341


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.
 
 
 
 
 
 
 
 
 
 
 
 
PENUMBRA, INC.
 
 
 
 
Date: June 10, 2019
 
 
 
By:
 
/s/ Sri Kosaraju
 
 
 
 
 
 
Sri Kosaraju
 
 
 
 
 
 
Chief Financial Officer and Head of Strategy