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): May 22, 2019

 

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

 

New York   0-16093   16-0977505
(State or other jurisdiction of   (Commission   (I.R.S. Employer
incorporation or organization)   File Number)   Identification No.)

 

525 French Road

Utica, New York 13502

(Address of principal executive offices, including zip code)

 

(315) 797-8375

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Rule 12(b) of the Act

 

Title of each class   Trading Symbol   Name of each exchange on which registered
         
Common Stock, $0.01 par value   CNMD   NASDAQ

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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  o

 

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.  o

 

 

 

 

 

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

 

The annual meeting of shareholders of CONMED Corporation was held on May 22, 2019 (the “Annual Meeting”). Holders of Common Stock were entitled to elect nine directors. On all matters which came before the Annual Meeting, holders of Common Stock were entitled to one vote for each share held. Proxies for 26,195,217 of the 28,229,206 shares of Common Stock entitled to vote were received in connection with the Annual Meeting.

 

The following table sets forth the names of the nine persons elected at the Annual Meeting to serve as directors until the first annual meeting of shareholders following the end of the Company’s fiscal year ending December 31, 2019 and the number of votes cast for, against or withheld with respect to each person.

 

Election of Directors

 

Director   Votes Received   Votes Withheld   Broker Non-Votes
             
David Bronson   20,484,734   4,347,718   1,362,765
Brian P. Concannon   20,440,693   4,391,759   1,362,765
Charles M. Farkas   24,615,579   216,873   1,362,765
Martha Goldberg Aronson   24,510,126   322,326   1,362,765
Curt R. Hartman   24,685,362   147,090   1,362,765
Dirk M. Kuyper   20,409,635   4,422,817   1,362,765
Jerome J. Lande   24,684,787   147,665   1,362,765
Mark E. Tryniski   24,361,613   470,839   1,362,765
John L. Workman   24,617,351   215,101   1,362,765

 

Management Proposals

 

  For   Against   Abstain   Broker Non-Votes

Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019

25,669,991   506,148   19,078   -
               
Approve advisory vote on Named Executive Officer compensation 24,282,462   519,081   30,909   1,362,765

 

Item 8.01 Other Events

 

On May 22, 2019, CONMED Corporation announced it will be paying a quarterly cash dividend of $0.20 per share on July 5, 2019 to all shareholders of record as of June 14, 2019.

 

 

 

 

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 thereunto duly authorized.

 

  CONMED CORPORATION
  (Registrant)
     
  By:   /s/ Daniel S. Jonas
  Name:   Daniel S. Jonas
  Title:   Executive Vice President, General Counsel & Secretary

 

Date: May 23, 2019

 

 

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