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| TSON > SEC Filings for TSON > Form 8-K on 8-Jun-2012 | All Recent SEC Filings |
8-Jun-2012
Submission of Matters to a Vote of Security Holders
TranS1 Inc., a Delaware corporation (the "Company") held its 2012 Annual Meeting
of Stockholders (the "Annual Meeting") on June 5, 2012 at 200 Horizon Drive,
Suite 115, Raleigh, North Carolina 27615. At the Annual Meeting, the Company's
stockholders (i) elected Michael Carusi, Jonathan Osgood, and Ken Reali to serve
as Class II directors of the Company until the annual meeting of stockholders in
2015 or until their successors are duly elected and qualified, (ii) ratified the
selection of PricewaterhouseCoopers LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2012,
(iii) approved, on a non-binding advisory basis, the compensation paid to the
Company's named executive officers, and (iv) approved, on a non-binding advisory
basis, the frequency of future advisory votes on the compensation paid to the
Company's named executive officers.
As of April 20, 2012, the record date for the Annual Meeting, the Company had 27,246,975 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 25,255,864 shares of common stock were present in person or represented by proxy. The following sets forth detailed information regarding the results of the voting at the Annual Meeting on each of the four proposals:
Proposal 1: Election of Class II Directors
Director Votes in Favor Votes Withheld Broker Non-votes
Michael Carusi 17,818,688 1,767,850 5,669,326
Jonathan Osgood 19,451,378 135,160 5,669,326
Ken Reali 19,450,378 136,160 5,669,326
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Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.
Votes in Favor Votes Against Abstentions Broker Non-Vote 25,228,401 13,141 14,322 -
Proposal 3: Approval, on a non-binding advisory basis, of the compensation paid to the Company's named executive officers.
Votes in Favor Votes Against Abstentions Broker Non-Vote 19,467,838 71,001 47,699 5,669,326
Proposal 4: Approval, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation paid to the Company's named executive officers.
Every 1 Year Every 2 Years Every 3 Years Abstentions Broker Non-Vote 14,561,692 67,072 4,868,075 89,699 5,669,326
In light of these results, the Company will hold an advisory vote on the compensation of the Company's named executive officers every year.
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