0001193125-14-230422.txt : 20140624 0001193125-14-230422.hdr.sgml : 20140624 20140609163106 ACCESSION NUMBER: 0001193125-14-230422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140604 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140609 DATE AS OF CHANGE: 20140609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HeartWare International, Inc. CENTRAL INDEX KEY: 0001389072 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 980498958 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34256 FILM NUMBER: 14899473 BUSINESS ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-739-0873 MAIL ADDRESS: STREET 1: 500 OLD CONNECTICUT PATH CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: HeartWare LTD DATE OF NAME CHANGE: 20070206 8-K 1 d740605d8k.htm FORM 8-K Form 8-K

 

 

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): June 4, 2014

 

 

HEARTWARE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34256   26-3636023

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

500 Old Connecticut Path

Framingham, MA 01701

(Address of principal executive offices)

Registrant’s telephone number, including area code:

508.739.0950

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On Wednesday, June 4, 2014, HeartWare International, Inc. held its Annual Meeting of Stockholders at its corporate headquarters in Framingham, Massachusetts. Each of the proposals put to a vote of stockholders, and as previously announced in the Notice of Meeting contained in the company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2014, was approved as recommended by the Board.

The proposals voted upon by stockholders of the company were as follows:

 

  1. To elect Timothy Barberich, Charles Raymond Larkin, Jr. and Robert Thomas as Class III Directors to hold office until the company’s annual meeting of stockholders to be held in 2017 or until their successors are duly elected and qualified;

 

  2. To ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2014; and

 

  3. To consider and act on an advisory vote to approve the compensation paid to certain executive officers.

A tabular summary of the voting results is attached as an exhibit and is incorporated by reference into this Item 5.07.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

99.1    Tabular Summary of Voting Results from HeartWare’s June 4, 2014 Annual Meeting of Stockholders


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.

 

    HeartWare International, Inc.
Date: June 9, 2014     By:  

/s/ Lawrence J. Knopf

      Name: Lawrence J. Knopf
      Title: Senior Vice President, General Counsel and Secretary


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

99.1    Tabular Summary of Voting Results from HeartWare’s June 4, 2014 Annual Meeting of Stockholders
EX-99.1 2 d740605dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

HEARTWARE INTERNATIONAL, INC.

ANNUAL MEETING OF STOCKHOLDERS – JUNE 4, 2014

Disclosure of Annual Meeting Votes

The following table sets forth the voting results of HeartWare stockholders at HeartWare’s Annual Meeting of Stockholders held on June 4, 2014.

 

No.

  

Proposal

  

Vote Type

  

Vote Results

1.

   Election of Directors
  

a)     Timothy Barberich

   For    13,880,695
      Withheld    1,649,781
      Non Votes    693,438
  

b)     Charles Raymond Larkin, Jr.

   For    15,506,294
      Withheld    24,182
      Non Votes    693,438
  

c)     Robert Thomas

   For    13,370,796
      Withheld    2,159,680
      Non Votes    693,438

2.

   Ratification of Appointment of Grant Thornton LLP
      For    16,104,849
      Against    115,510
      Abstain    3,555
      Non Votes    0

3.

   Executive Compensation Advisory Vote
      For    10,690,077
      Against    4,827,013
      Abstain    13,386
      Non Votes    693,438