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): August 12, 2020

ABIOMED, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-09585	04-2743260
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Cherry Hill Drive

Danvers, Massachusetts 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 646-1400

(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 (see General Instructions 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	ABMD	The NASDAQ Stock Market LLC

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.

On August 12, 2020, ABIOMED, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of 40,325,029 shares of common stock were present or represented by proxy at the Annual Meeting. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter as reported by the inspector of elections.

Proposal One: Election of Directors

The Company’s stockholders elected each of Dorothy E. Puhy, Paul G. Thomas and Chris D. Van Gorder as a member of the Company’s board of directors as a Class I director to serve a three-year term expiring at the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified (or until his or her earlier removal, death or resignation), with the votes cast and broker non-votes as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Dorothy E. Puhy	35,353,710	1,599,806	3,371,513
Paul G. Thomas	34,892,092	2,061,424	3,371,513
Chris D. Van Gorder	34,399,486	2,554,030	3,371,513

Proposal Two: Non-Binding, Advisory Vote on Executive Compensation

The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (as disclosed in the proxy statement filed in connection with the Annual Meeting), with the votes cast, abstentions and broker non-votes as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
34,620,618	2,249,262	83,636	3,371,513

Proposal Three: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021, with the votes cast, abstentions and broker non-votes as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
39,772,340	538,098	14,591	0

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.

	ABIOMED, Inc.
	By:	/s/ Marc A. Began
		Marc A. Began
		Vice President, General Counsel and Secretary (Authorized Signatory)
Date: August 14, 2020

XML

Document and Entity Information	Aug. 12, 2020
Cover [Abstract]
Entity Registrant Name	ABIOMED INC
Amendment Flag	false
Entity Central Index Key	0000815094
Document Type	8-K
Document Period End Date	Aug. 12, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-09585
Entity Tax Identification Number	04-2743260
Entity Address, Address Line One	22 Cherry Hill Drive
Entity Address, City or Town	Danvers
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01923
City Area Code	(978)
Local Phone Number	646-1400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	ABMD
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false