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VRML > SEC Filings for VRML > Form 8-K on 26-Mar-2013All Recent SEC Filings

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Form 8-K for VERMILLION, INC.


26-Mar-2013

Submission of Matters to a Vote of Security Holders


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

On March 21, 2013, Vermillion, Inc. (the "Company") held its 2012 Annual Meeting of Stockholders (the "Annual Meeting"). The matters voted on at the Annual Meeting were: (1) the election of a Class III director, to serve for a three-year term and until his/her successor is duly elected and qualified;
(2) an advisory vote on the compensation of the Company's named executive officers, as presented by the Company's proxy statement for the Annual Meeting;
(3) the ratification of the Board's appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012; and (4) approval of an amendment and restatement of the Company's 2010 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2010 Plan by 1,300,000 shares. As of the record date for the meeting, there were 15,200,079 shares of Vermillion common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were 9,700,838 shares present in person or by proxy at the Annual Meeting. The final voting results were as follows:

Proposal 1. Election of a Class III Director



                     NOMINEE              FOR       AGAINST      ABSTENTION
             Roberta L. Della Vedova   3,938,399     386,786       17,400

                Robert S. Goggin       4,749,042          -       397,136

Based on the votes set forth above, Robert S. Goggin was duly elected to serve as a Class III director of the Company for a three-year term and until his successor is duly elected and qualified.

Proposal 2. Advisory Vote on the Compensation of the Company's Named Executive Officers

The advisory vote on the compensation of the Company's named executive officers, as set forth in the Company's proxy statement for the Annual Meeting, received the following votes:

FOR AGAINST ABSTENTION
4,145,177 5,236,670 106,916

Based on the votes set forth above, the compensation of the Company's named executive officer, as set forth in the Company's proxy statement for the Annual Meeting, was not approved in an advisory vote by the stockholders.

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 received the following votes:

FOR AGAINST ABSTENTION
7,008,286 1,613,900 1,078,652

Based on the votes set forth above, the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was duly ratified by the stockholders.

Proposal 4. Approval of an amendment and restatement of the Company's 2010 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2010 Plan by 1,300,000 shares

The approval of an amendment and restatement of the Company's 2010 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2010 Plan by 1,300,000 shares received the following votes:

FOR AGAINST ABSTENTION
4,234,628 5,217,353 36,782


Based on the votes set forth above, the amendment and restatement of the Company's 2010 Stock Incentive Plan to increase the number of shares of common stock authorized for issuance under the 2010 Plan by 1,300,000 shares was not approved by the stockholders.


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