0001193125-11-255146.txt : 20110923 0001193125-11-255146.hdr.sgml : 20110923 20110923140300 ACCESSION NUMBER: 0001193125-11-255146 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110502 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110923 DATE AS OF CHANGE: 20110923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Volcano Corp CENTRAL INDEX KEY: 0001354217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330928885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52045 FILM NUMBER: 111104881 BUSINESS ADDRESS: STREET 1: 3661 VALLEY CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 800-228-4728 MAIL ADDRESS: STREET 1: 3661 VALLEY CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Volcano CORP DATE OF NAME CHANGE: 20060223 8-K/A 1 d235663d8ka.htm FORM 8-K/A Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

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 2, 2011

 

 

VOLCANO CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-52045   33-0928885

(State or other jurisdiction

of incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

3661 Valley Centre Drive, Suite 200

San Diego, California

   92130
(Address of principal executive offices)   (Zip Code)

(800) 228-4728

(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:

 

¨ 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))

 

 

 

Explanatory Note

This amendment is being filed to supplement the disclosure under “Item 5.07. Submission of Matters to a Vote of Security Holders” of the Current Report on Form 8-K filed by Volcano Corporation (the “Company”) with the Securities and Exchange Commission on May 4, 2011 (the “Original 8-K”), to include the Company’s determination as to how frequently it will submit future non-binding advisory votes on the compensation of the Company’s named executive officers to the stockholders for consideration. No other changes are being made to the Original 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2011 annual meeting of stockholders of the Company held on May 2, 2011, the one-year frequency of holding a non-binding advisory vote on the compensation of the Company’s named executive officers (a “Say-on-Pay proposal”) received the highest number of votes cast. In light of these voting results and other factors considered by the Company’s board of directors (the “Board”), in an action by unanimous written consent dated September 22, 2011, the Board approved including a non-binding advisory vote of its stockholders on the compensation of the Company’s named executive officers in its proxy materials every year until such time as the Company is required to hold another non-binding advisory vote of the Company’s stockholders on the frequency of the Say-on-Pay proposal , which will occur no later than the Company’s annual meeting of stockholders in 2017.

SIGNATURE

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.

 

V OLCANO C ORPORATION

 

By:  

/s/ Darin Lippoldt

  Darin Lippoldt,
  Senior Vice President, General Counsel, and Secretary

Dated: September 23, 2011