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ZLTQ > SEC Filings for ZLTQ > Form 8-K/A on 20-Sep-2012All Recent SEC Filings

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Form 8-K/A for ZELTIQ AESTHETICS INC


20-Sep-2012

Submission of Matters to a Vote of Security Holders


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

ZELTIQ Aesthetics, Inc. held its Annual Meeting of Stockholders on June 15, 2012. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or withheld for the one director, and for or against each other matter (or in the case of proposal 3, the votes for one year, two years and three years), and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in ZELTIQ's definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2012.

1. ZELTIQ's stockholders elected the one director proposed by ZELTIQ for re-election, to serve until ZELTIQ's 2013 Annual Meeting of Stockholders or until her successor has been elected and qualified. The tabulation of votes on this matter was as follows:

                                        Shares         Shares
                       Nominee        Voted For       Withheld
                       Jean George     29,354,175       314,334

There were 2,323,137 broker non-votes for this proposal.

2. ZELTIQ's stockholders approved, on an advisory basis, a resolution approving the compensation of ZELTIQ's named executive officers, as disclosed in ZELTIQ's proxy statement. The tabulation of votes on this matter was as follows:

                       Shares voted for:         29,299,939
                       Shares voted against:        254,116
                       Shares abstaining:           114,454
                       Broker non-votes           2,323,137

3. ZELTIQ's stockholders approved, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of ZELTIQ's named executive officers, of three years. The tabulation of votes on this matter was as follows:

                   Shares voted for one year:         4,168,978
                   Shares voted for two years:        4,288,481
                   Shares voted for three years:     21,105,887
                   Shares abstaining:                   105,163
                   Broker non-votes                   2,323,137



4. ZELTIQ's stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ZELTIQ for its fiscal year ending December 31, 2012. The tabulation of votes on this matter was as follows:

                       Shares voted for:         31,649,711
                       Shares voted against:        327,809
                       Shares abstaining:            14,126
                       Broker non-votes                   0

5. ZELTIQ's stockholders approved the 2012 Stock Plan. The tabulation of votes on this matter was as follows:

                       Shares voted for:         28,238,917
                       Shares voted against:      1,406,200
                       Shares abstaining:            23,392
                       Broker non-votes:          2,323,137

ZELTIQ has determined, in light of and consistent with the vote of the ZELTIQ stockholders as to the preferred frequency of stockholder advisory votes on the compensation of ZELTIQ's named executive officers, to include a stockholder advisory vote on the compensation of ZELTIQ's named executive officers in its annual meeting proxy materials once every three years until the next advisory vote on the frequency of stockholder votes on the compensation of ZELTIQ's named executive officers.


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