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HSKA > SEC Filings for HSKA > Form 8-K on 6-May-2013All Recent SEC Filings

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Form 8-K for HESKA CORP


6-May-2013

Submission of Matters to a Vote of Security Holders


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

We held our annual meeting of stockholders on April 30, 2013. The following is a summary of the matters voted on at the meeting together with a presentation of the voting results for each of the proposals submitted to a vote of the stockholders at the meeting:

1. The election of two nominees for director to serve three-year terms ending in 2016, as follows:

Nominee For Withheld Broker Non-voted Other Non-voted G. Irwin Gordon 3,199,433 242,193 1,871,119 60 Carol A. Wrenn 3,198,696 242,763 1,871,119 227

Each of Mr. Gordon and Ms. Wrenn have been elected to hold office until the 2016 annual meeting of stockholders and until their respective successors are duly elected and qualified.

2. The approval to amend and restate our 1997 Employee Stock Purchase Plan to, among other things, increase the authorized number of shares by 50,000 and allow for purchase prices no lower than the lesser of (i) a 5% discount at the beginning of an offering period of up to 27 months or (ii) a 15% discount at the time of purchase. Proposal 2 was approved by the following votes:

For:                       3,096,008
        Against:             303,269
        Abstain:              21,838
        Broker Non-Voted:  1,871,119
        Other Non-Voted:      20,571

3. The ratification of the appointment of EKS&H LLLP as our independent registered public accounting firm for the year ended December 31, 2013. Proposal 3 was approved by the following votes:

For:                      5,090,240
        Against:            151,603
        Abstain:             50,390
        Broker Non-Voted:         0
        Other Non-Voted:     20,572


4. To offer approval of our executive compensation in a non-binding advisory vote. Proposal 4 was approved by the following votes:

For:                      2,994,630
        Against:            263,243
        Abstain:            163,202
        Broker Non-Voted: 1,871,119
        Other Non-Voted:     20,611

5. The recommendation, in an advisory vote, on the frequency, in years, an advisory stockholder vote on executive compensation should be held. The recommended one year frequency of Proposal 5 was approved by the following votes:

1 year:                   2,476,535
       2 years:              37,761
        3 years:            745,588
        Abstain:            161,189
        Broker Non-Voted: 1,871,119
        Other Non-Voted:     20,613

We have determined that we will conduct an advisory stockholder vote on executive compensation every year until the next vote on the frequency of advisory stockholder votes on executive compensation.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HESKA CORPORATION
a Delaware corporation

Dated: May 6, 2013 By: /s/ Jason A. Napolitano Jason A. Napolitano
Executive Vice President, Chief Financial Officer and Secretary


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