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CFN > SEC Filings for CFN > Form 8-K on 16-Apr-2013All Recent SEC Filings

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Form 8-K for CAREFUSION CORP


16-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to Vote of Security Holders

CareFusion Corporation (the "Company") held its annual meeting of stockholders on April 15, 2013 (the "Annual Meeting"). The Company filed its definitive proxy statement (the "Proxy Statement") for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on February 28, 2013. At the close of business on February 14, 2013, the record date of the Annual Meeting, the Company had 222,692,377 shares of common stock issued and outstanding. The holders of a total of 199,309,062 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a majority of the issued and outstanding shares on the record date of the Annual Meeting.

The following is a summary of the proposals voted on at the Annual Meeting and the voting results.

(1) The stockholders elected the three Class III directors named in the Proxy Statement to hold office for a term of three years. The number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to such persons were as follows:

    Director                 For            Against        Abstain       Broker Non-votes
    Philip L. Francis     182,353,981       3,075,018       112,518             13,767,545
    Robert F. Friel       178,580,262       6,850,845       110,410             13,767,545
    Gregory T. Lucier     180,379,897       5,049,885       111,735             13,767,545

(2) The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows:

For Against Abstain Broker Non-Votes 197,416,636 1,782,809 109,617 N/A

(3) The stockholders approved a non-binding advisory vote on the compensation of the Company's named executive officers. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows:

For Against Abstain Broker Non-Votes 178,878,444 5,481,002 1,182,071 13,767,545

(4) The stockholders approved a stockholder proposal to adopt simple majority voting. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows:

For Against Abstain Broker Non-Votes 137,703,460 47,555,106 282,951 13,767,545

(5) The stockholders approved a stockholder proposal to repeal the classified board. The number of votes cast for and against, and the number of abstentions and broker non-votes were as follows:

For Against Abstain Broker Non-Votes 168,224,010 16,579,629 737,878 13,767,545


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