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ICAD > SEC Filings for ICAD > Form 8-K on 23-May-2012All Recent SEC Filings

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Form 8-K for ICAD INC


23-May-2012

Submission of Matters to a Vote of Security Holders


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

At the Company's Annual Meeting of Stockholders held on May 22, 2012 the stockholders of the Company entitled to vote at the meeting voted to (i) elect the eight individuals named below to serve as directors of the Company to hold office until the Annual Meeting of Stockholders to be held in 2013 and until their successors have been duly elected and qualified, (ii) to approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split within a range of not less than 1- for -2 shares and not greater than 1- for -6 shares, in the discretion of the Company's Board of Directors;
(iii) approve the Company's 2012 Stock Incentive Plan and (iv) ratify the appointment of BDO USA as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

1) The votes cast by stockholders with respect to the election of directors were as follows:

                                                    Number of
 Names of Nominees      Number of Votes For       Votes Withheld       Broker Non-Votes
 Dr. Lawrence Howard              24,110,705            1,540,529             18,530,598
 Kenneth Ferry                    24,111,771            1,539,463             18,530,598
 Dr. Rachel Brem                  22,475,721            3,175,513             18,530,598
 Anthony Ecock                    24,047,509            1,603,725             18,530,598
 Michael Klein                    19,202,902            6,448,325             18,530,598
 Steven Rappaportt                24,041,759            1,609,475             18,530,598
 Somu Subramaniam                 24,115,029            1,536,205             18,530,598
 Dr. Elliot Sussman               23,472,121            3,177,113             18,530,598

2) The votes cast by stockholders with respect to the approval of the Amendment to the Certificate of Incorporation to effect a reverse stock split were as follows:

37,418,031 shares FOR the proposal 5,537,159 shares AGAINST the proposal and
1,226,642 ABSTENTIONS

3) The votes cast by stockholders with respect to the Company's 2012 Stock Incentive Plan were as follows:

16,046,886 shares FOR the proposal, 9,363,376 shares AGAINST the proposal and
240,972 ABSTENTIONS.

4) The votes cast by stockholders with respect to the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 were as follows:

43,527,432 shares FOR the proposal, 293,879 shares AGAINST the proposal and there were 350,521 ABSTENTIONS.


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