0000707388-17-000017.txt : 20170502 0000707388-17-000017.hdr.sgml : 20170502 20170501174825 ACCESSION NUMBER: 0000707388-17-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170428 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170502 DATE AS OF CHANGE: 20170501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35947 FILM NUMBER: 17802235 BUSINESS ADDRESS: STREET 1: 1048 INDUSTRIAL COURT CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13100 GREGG STREET STREET 2: SUITE A CITY: POWAY STATE: CA ZIP: 92064 8-K 1 a8-kannualmeetingx2017.htm 8-K Document


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
 
FORM 8-K
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report: April 28, 2017
(Date of earliest event reported)
 
 
 
 
 
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)

 
 
 
 
 
 
 
 
 
 
Delaware
 
001-35947
 
33-0145723
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1048 Industrial Court,
Suwanee, GA 30024
(Address of principal executive offices, including zip code)
(858) 726-1600
(Registrant’s telephone number, including area code)
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:
¨
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 April 28, 2017, Digirad Corporation (the "Company") delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote of the Company's stockholders at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on March 22, 2017.
Proposal 1: Election of Directors
According to the final tabulation of voting results, each of the following seven director nominees were elected to serve as the Company's directors until our next Annual Meeting of Stockholders and until his successor has been duly elected and qualified: Jeffrey E. Eberwein, Matthew G. Molchan, Dimitrios J. Angelis, John M. Climaco, Michael A. Cunnion, Charles M. Gillman, and John W. Sayward. These nominees represented the Company's Board of Directors' entire slate of nominees.
The final voting results from the 2017 Annual Meeting are provided below.
Board of Director Nominees 
 
 
 
 
Name
  
Votes For
  
Votes Withheld
Jeffrey E. Eberwein
 
13,385,288

 
320,335

Matthew G. Molchan
 
13,439,051

 
266,572

Dimitrios J. Angelis
 
12,808,804

 
896,819

John M. Climaco
 
10,307,099

 
3,398,524

Michael A. Cunnion
 
12,843,522

 
862,101

Charles M. Gillman
 
12,674,506

 
1,031,117

John W. Sayward
 
13,442,798

 
262,825

Proposal 2: Ratification of Appointment of Independent Auditors
According to the final tabulation of voting results, the stockholders ratified the appointment of BDO USA, LLP as the Company's independent auditors for the 2017 fiscal year. There were no broker non-votes for Proposal 2.
Votes For
 
Votes Against
 
Abstentions
18,527,113
 
22,113
 
53,974
Proposal 3: Advisory (Non-Binding) Stockholder Approval of Named Executive Officer Compensation
According to the final tabulation of voting results, the stockholders approved (on a non-binding advisory basis) the Company's named executive officer compensation.
Votes For
 
Votes Against
 
Abstentions
13,531,444
 
136,256
 
37,923
Proposal 4: Advisory (Non-Binding) Stockholder Approval of the Frequency of Future Stockholder Votes on Executive Officer Compensation
According to the final tabulation of voting results, the stockholders approved (on a non-binding advisory basis) the frequency of future stockholder votes on the Company's executive officer compensation as every year.
1 Year
 
2 Years
 
3 Years
 
Abstentions
12,481,456
 
54,046
 
1,151,746
 
18,375






Based on the approval of the stockholders, our board of directors has determined that it will hold an advisory vote on the compensation of our executive officers every year until the next required vote on the frequency of such an advisory vote.
For Proposals 1, 3 and 4, broker non-votes amounted to 4,897,577.

 
 
 
 
 
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.
 
 
DIGIRAD CORPORATION
 
 
 
 
By:
/s/ Jeffry R. Keyes
 
 
 
Jeffry R. Keyes
Chief Financial Officer

Date:    May 2, 2017