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VOLC > SEC Filings for VOLC > Form 8-K on 24-May-2012All Recent SEC Filings

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Form 8-K for VOLCANO CORP


24-May-2012

Submission of Matters to a Vote of Security Holders


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

On May 23, 2012, the Company held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 50,156,325 shares of common stock were represented in person or by proxy. The Company's stockholders approved the five proposals listed below, which proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting are as follows:
Proposal 1:
Each of R. Scott Huennekens, Lesley H. Howe and Ronald A. Matricaria was elected as a Class III director to hold office until the 2015 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or, if sooner, until his death, resignation or removal by the following vote:

                         Votes       Votes      Broker
      Nominee             For       Withheld   Non-Votes
R. Scott Huennekens    47,404,128   270,729    2,481,468
   Lesley H. Howe      47,167,571   507,286    2,481,468
Ronald A. Matricaria   47,403,877   270,980    2,481,468

Each of Michael J. Coyle, Kieran T. Gallahue, Alexis V. Lukianov, Leslie V. Norwalk, John Onopchenko, Roy T. Tanaka and Eric J. Topol, M.D., continue to serve as directors after the Annual Meeting. Proposal 2:
The advisory vote on the ratification of the appointment of Eric J. Topol, M.D., to the Company's Board of Directors (the "Board") to fill a vacancy in Class I, to hold office until the 2013 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or, if sooner, until his death, resignation or removal, was approved by the following vote:

  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
47,570,528   63,903      49,190      2,472,704

Proposal 3:
The advisory vote on the ratification of the appointment of Leslie V. Norwalk to
the Company's Board to fill a vacancy in Class II, to hold office until the 2014
Annual Meeting of Stockholders and until her successor is duly elected and
qualified, or, if sooner, until her death, resignation or removal, was approved
by the following vote:
  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
47,595,198   65,133      23,290      2,472,704

Proposal 4:
The selection by the audit committee of the Board of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2012 was ratified by the following vote:
  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
50,119,424   20,432      16,469          -


Proposal 5:
The resolution, that the Company's stockholders approve, on an advisory basis,
the compensation of the named executive officers, as disclosed in the Company's
proxy statement for the 2012 Annual Meeting of Stockholders pursuant to the
compensation disclosure rules of the Securities and Exchange Commission
including the Compensation Discussion and Analysis, the related compensation
tables and the narrative disclosure to those tables, was approved by the
following vote:
  Votes        Votes                    Broker
   For        Against    Abstentions   Non-Votes
44,674,603   2,992,080      8,174      2,481,468


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