Analogic Corporation
ANALOGIC CORP (Form: 8-K, Received: 12/06/2017 14:55:23)

 

 

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): December 1, 2017

 

 

Analogic Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Massachusetts   0-6715   04-2454372

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

8 Centennial Drive, Peabody,
Massachusetts
    01960
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: 978-326-4000

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 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  ☐

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 December 1, 2017, Analogic Corporation (the “ Company ”) held its 2018 Annual Meeting of Stockholders (the “ 2018 Annual Meeting ”), at which a quorum was present in person or by proxy. The following is a brief description and vote count of all items voted on at the Annual Meeting:

Proposal 1 – Election of Directors . Our stockholders elected seven directors for a one-year term, to hold office until our 2019 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.

 

Nominee

   For      Against      Abstain      Broker
Non-Votes
 

Bernard C. Bailey

     11,109,789        46,788        2,734        766,880  

Jeffrey P. Black

     11,119,516        37,383        2,412        766,880  

James J. Judge

     11,116,168        40,331        2,812        766,880  

Michael T. Modic

     11,106,782        49,774        2,755        766,880  

Stephen A. Odland

     10,721,207        435,692        2,412        766,880  

Fred B. Parks

     11,118,871        37,928        2,512        766,880  

Joseph E. Whitters

     11,120,600        36,187        2,524        766,880  

Proposal 2 – Ratification of Auditors . Our stockholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2018.

 

For

   Against    Abstain    Broker
Non-Votes

11,916,350

   6,032    3,809    0

Proposal 3 – Advisory Vote on Named Executive Officer Compensation . Our stockholders approved, on a non-binding, advisory basis, the compensation of our named executive officers.

 

For

   Against    Abstain    Broker
Non-Votes

11,075,823

   71,718    11,770    766,880


Proposal 4 – Advisory Vote on the Frequency of Future Named Executive Officer Compensation Advisory Votes . Our stockholders voted, on a non-binding, advisory basis, for the Company to hold advisory votes on its named executive officer compensation on an annual basis.

 

One Year

   Two Years    Three Years    Abstain    Broker
Non-Votes

8,100,227

   2,013    2,486,127    570,944    766,880

After considering the results of the stockholder vote at the 2018 Annual Meeting, our Board of Directors has determined that the Company will continue to hold advisory votes on named executive officer compensation on an annual basis until the next advisory vote on the frequency of stockholder votes on named executive officer compensation, which is required to occur no later than our 2024 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.

 

    Analogic Corporation
December 6, 2017     By:  

/s/ John J. Fry

      Name: John J. Fry
      Title: Senior Vice President, General Counsel and Secretary