- Current report filing (8-K)
03 February 2011 - 5:54AM
Edgar (US Regulatory)
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): January 27, 2011
ROCHESTER MEDICAL
CORPORATION
(Exact name of registrant as
specified in its charter)
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Minnesota
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0-18933
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41-1613227
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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One Rochester Medical Drive,
Stewartville, MN 55976
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(507) 533-9600
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Not
Applicable
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(Former name or former address if changed since last report.)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 27, 2011, Rochester Medical Corporation (the Company) held its 2011 Annual
Meeting of Shareholders. There were 12,175,752 shares of common stock entitled to vote at the
meeting; 10,298,413 shares were represented at the meeting in person or by proxy. The Companys
shareholders voted on the following matters:
1.
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The election of five directors to serve until the next Annual Meeting of Shareholders;
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2.
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The ratification of the selection of Grant Thornton LLP as our independent auditor for the
fiscal year ending September 30, 2011;
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3.
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An advisory vote on a non-binding resolution to approve the compensation of our executives
disclosed in this proxy statement; and
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4.
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An advisory vote on a non-binding resolution to determine the frequency (whether annual,
biennial or triennial) with which shareholders of the company shall be entitled to have an
advisory vote on executive compensation.
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The results of the shareholder votes are set forth below:
Board of Directors.
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Nominees
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For
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Withheld
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Broker Non-Votes
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Darnell L. Boehm
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5,398,778
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177,262
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4,722,373
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Anthony J. Conway
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5,320,562
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255,478
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4,722,373
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David A. Jonas
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5,256,721
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319,319
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4,722,373
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Roger W. Schnobrich
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5,397,148
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178,892
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4,722,373
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Benson Smith
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5,371,205
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204,835
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4,722,373
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Independent Auditor.
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For
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Against
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Abstain
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Broker Non-Votes
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10,250,850
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26,485
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21,078
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0
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Approval, on an Advisory Basis, of Executive Compensation.
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For
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Against
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Abstain
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Broker Non-Votes
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4,425,745
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166,862
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983,433
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4,722,373
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Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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2,076,629
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1,947,389
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564,706
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987,316
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4,722,373
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The Board of Directors will take into consideration the results of the advisory vote on the
frequency of shareholder advisory votes on executive compensation stated above, and the Company
will report the Boards determination as to the frequency of such future advisory votes by
amendment to this report of Form 8-K.
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.
Date: February 2, 2011
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ROCHESTER MEDICAL CORPORATION
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By:
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/s/ David A. Jonas
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David A. Jonas
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Chief Financial Officer
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