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VOLC > SEC Filings for VOLC > Form 8-K on 17-May-2013All Recent SEC Filings

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Form 8-K for VOLCANO CORP


17-May-2013

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


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

On May 15, 2013, Volcano Corporation's (the "Company") Amended and Restated 2005 Equity Compensation Plan (the "Plan") was amended and restated to provide for
(i) an increase in the number of shares of common stock that may be issued under the Plan of 5,360,000 shares for a total number of shares of common stock reserved for issuance under the Plan of an aggregate of 21,572,558 shares, (ii) a corresponding increase in the number of shares that may be issued as "incentive stock options" to an aggregate of 21,572,558 shares, (iii) for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, (a) reapproval of the existing award limits for purposes of compliance with Section 162(m) and (b) reapproval of existing performance criteria upon which performance goals may be based with respect to performance awards under the Plan, (iv) clarification that the prohibition on repricing stock options and stock appreciation rights without prior stockholder approval that applies to "underwater" awards - that is, any outstanding stock option or stock appreciation right with an exercise price greater than the current fair market value of the Company's common stock on the date of exchange - also applies to prohibit the cancellation of such awards in exchange for cash or other stock awards under the Plan, (v) extension of the term of the Plan through 2023, and
(vi) other clarifying changes for ease of administration and conformity with applicable law. The foregoing description of the Plan, as amended and restated, does not purport to be complete and is qualified in its entirety by reference to the Plan attached as Appendix A to the Company's Proxy Statement on Schedule 14A (File No. 000-52045) and incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.



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

On May 15, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, 51,616,512 shares of common stock were represented in person or by proxy. The Company's stockholders voted on the six proposals listed below, which proposals are described in detail in the Company's definitive proxy statement for the Annual Meeting. The final votes on the proposals presented at the Annual Meeting are as follows:
Proposal 1:
Each of Kieran T. Gallahue, Alexis V. Lukianov and Eric J. Topol, M.D. was elected as a Class I director to hold office until the 2016 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until the director's death, resignation or removal, by the following vote:

                        Votes        Votes      Broker
      Nominee            For       Withheld    Non-Votes
Kieran T. Gallahue    47,613,535   1,224,972   2,778,005
Alexis V. Lukianov    42,991,553   5,846,954   2,778,005
Eric J. Topol, M.D.   43,244,039   5,594,468   2,778,005

Each of Lesley H. Howe, R. Scott Huennekens, Siddhartha Kadia, Ph.D., Ronald A. Matricaria, Leslie V. Norwalk and Roy T. Tanaka continue to serve as directors after the Annual Meeting.
Proposal 2:
The advisory vote on the ratification of the appointment of Siddhartha Kadia, Ph.D. to the Company's Board of Directors (the "Board") to fill a vacancy in Class II, to hold office until the 2014 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or, if sooner, until his death, resignation or removal, was approved by the following vote:

  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
48,113,132   709,530     15,845      2,778,005

Proposal 3:
The Amended and Restated 2005 Equity Compensation Plan, as set forth in the
Company's proxy statement, was approved by the following vote:
  Votes        Votes                    Broker
   For        Against    Abstentions   Non-Votes
40,363,130   8,456,688     18,689      2,778,005


Proposal 4:
The potential issuance of the Company's common stock upon the exercise of
warrants issued by the Company in connection with the Company's recent sale of
1.75% Convertible Senior Notes due 2017 was approved, pursuant to NASDAQ
Marketplace Rule 5635, by the following vote:
  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
47,941,656   647,382     249,469     2,778,005

Proposal 5:
The selection by the audit committee of the Board of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2013 was ratified by the following vote:
  Votes       Votes                   Broker
   For       Against   Abstentions   Non-Votes
51,363,019   242,866     10,627          -

Proposal 6:
The resolution that the Company's stockholders approve, on an advisory basis,
the compensation of the named executive officers, as disclosed in the Company's
proxy statement for the 2013 Annual Meeting of Stockholders pursuant to the
compensation disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis, the related compensation
tables and the narrative disclosure to those tables, was not approved based on
the following vote:
  Votes        Votes                     Broker
   For        Against     Abstentions   Non-Votes
18,692,920   29,893,515     252,072     2,778,005




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit    Description
Number
           Amended and Restated 2005 Equity Compensation Plan (filed as Appendix
10.1       A to the Company's Proxy Statement on Schedule 14A (File No.
           000-52045), as originally filed on April 11, 2013, and incorporated
           herein by reference)


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