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TSON > SEC Filings for TSON > Form 8-K on 8-Jun-2012All Recent SEC Filings

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Form 8-K for TRANS1 INC


8-Jun-2012

Submission of Matters to a Vote of Security Holders


Item 5.07 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

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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