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RMD > SEC Filings for RMD > Form 8-K on 21-Nov-2012All Recent SEC Filings

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Form 8-K for RESMED INC


21-Nov-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

ResMed Inc. 2009 Employee Stock Purchase Plan

On November 15, 2012, at the annual meeting of our stockholders, our stockholders approved an amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan (the "Plan"), which increased the number of shares of common stock that may be issued or transferred pursuant to awards under the Plan by 2,000,000 shares, from 2,200,000 shares to 4,200,000 shares.

The amendment to the Plan was filed as Appendix A to our 2012 Proxy Statement filed with the Securities and Exchange Commission on October 4, 2012, and its terms are incorporated here by reference.

Performance-Based Long-Term Equity Incentive Awards

On November 15, 2012, the Compensation Committee of our Board of Directors (the "Committee") modified our long-term equity incentive program for senior management by adding performance-based restricted stock units ("PSUs") to the annual award mix. The PSUs will be earned based on our relative Total Stockholder Return ("TSR") over a three-year performance period beginning November 15, 2012, as more fully described below. The Committee determined that for the equity awards granted November 15, 2012, 50% of the annual long term equity grant value will be in the form of PSUs, with the remaining 50% of equity grant value in the form of options, or our existing restricted stock units, which are earned based on our annual net operating profit performance ("RSUs"), or a 50/50 blend of RSUs and options, at the election of the participant. Previously, senior management received RSUs or options (or a 50/50 blend of both), at the participant's election.

The PSUs entitle each participant to earn a number of shares of our common stock ranging from 40% to 200% of the target number of PSUs granted (for each executive, the "Target PSUs"), based on our TSR relative to the TSR of the 37 companies in the Dow Jones U.S. Medical Devices Index, including ResMed ("Relative TSR"), over the three-year performance period beginning November 15, 2012 (the "Performance Period") as set forth below and subject to the executive's continued employment through the Committee's certification of performance following the end of the performance period. Linear interpolation will be used to calculate actual awards for performance between the percentiles indicated below. Actual PSU awards are capped, however, at 100% of Target PSUs if ResMed's absolute TSR for the Performance Period is negative. No dividends are paid or accrued on the PSUs.

    Three-Year Company TSR Relative to Peer Group   % of Target Award Earned
    Less than 50th percentile                                               0 %
    50th percentile                                                        40 %
    55th percentile                                                        70 %
    60th percentile                                                       100 %
    70th percentile                                                       150 %
    80th percentile or greater                                            200 %

The number of Target PSUs granted on November 15, 2012 are set forth below.

Target PSUs Granted

                         Executive           Target PSUs
                         Peter Farrell             52,812
                         Robert Douglas            27,726
                         Brett Sandercock          19,805
                         Don Darkin                17,164
                         David Pendarvis           17,164

Certain Terminations of Employment. Subject to the change-in-control provisions below, in the event a participant's service is terminated without cause or by the participant for good reason (each, as defined in the award agreement) during the Performance Period, the Performance Period will be truncated for this participant on the date of termination and the participant will earn a prorated portion of the PSUs, based on Relative TSR performance through the date of termination and actual time worked by the participant. In the event that a participant dies or becomes disabled during the Performance Period, 100% of the participant's Target PSUs will fully vest and be deemed to be earned as of immediately before the death or disability. In the event of any other terminations of service, unearned PSUs will be forfeited by the participant.


Change-in-Control. If a change-in-control (as defined in the award agreement) occurs during the Performance Period, the PSUs will be deemed to performance-vest and be earned based on our Relative TSR through the date of the change-in-control.

Modification of Terms of RSU Awards and Options

On November 15, 2012, the Committee also approved new vesting terms for the RSUs and options granted to provide for vesting in three (previously four) equal annual installments following the date of grant. In addition, in the event of a participant's disability (as defined) 100% of the RSUs and options will immediately vest and be earned. The acceleration upon disability provisions apply to all outstanding RSUs and options, as well as those granted on November 15, 2012 and in the future.



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

On November 15, 2012, at our annual meeting of stockholders, our stockholders
(i) elected three directors to our board of directors; (ii) approved the compensation of our named executive officers; (iii) approved the amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan; and (iv) ratified the selection of KPMG LLP as our independent auditors for the fiscal year ending June 30, 2013, as more fully described below.

                                                                                                Broker
                                                For            Against          Abstain        Non-Votes
Item of Business No. 1: Election of the
following three directors to serve for
three-year terms until our annual
meeting of stockholders in 2015:
Dr. Peter Farrell                             88,832,971       17,668,388          94,153       7,386,816
Dr. Gary Pace                                 73,721,345       29,710,372       3,163,795       7,386,816
Ronald Taylor                                 88,100,256       18,394,820         100,436       7,386,816

                                                                                                Broker
                                                For            Against          Abstain        Non-Votes
Item No. 2: Approval, on an advisory
basis, of the compensation of ResMed's
named executive officers                      85,503,741       19,553,107       1,538,664       7,386,816

                                                                                                Broker
                                                For            Against          Abstain        Non-Votes
Item No. 3: Amendment to the ResMed Inc.
2009 Employee Stock Purchase Plan            103,293,873        1,339,362       1,962,277       7,386,816

                                                                                                Broker
                                                For            Against          Abstain        Non-Votes
Item No. 4: Ratification of Auditors         113,156,088          708,291         117,949               0




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibits:      Description of Document

10.1           Amendment to the ResMed Inc. 2009 Employee Stock Purchase Plan
               (incorporated by reference to Appendix A of ResMed Inc.'s Proxy
               Statement filed October 4, 2012.


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