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HNSN > SEC Filings for HNSN > Form 8-K on 4-Jun-2013All Recent SEC Filings

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Form 8-K for HANSEN MEDICAL INC


4-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On May 30, 2013, the following proposals were submitted to the stockholders of Hansen Medical, Inc. (the "Company") at its 2013 annual meeting of stockholders.

1. To elect two directors to hold office until the 2016 annual meeting of stockholders;

2. To amend the Company's amended and restated certificate of incorporation to increase the total number of authorized shares from 110,000,000 to 210,000,000, thereby increasing the authorized shares of common stock from 100,000,000 to 200,000,000; and

3. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as the Company's independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013.

The proposals were described in detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2013. Of the 67,514,319 shares eligible to vote as of the April 2, 2013 record date, 60,594,394 votes, or approximately 89.8% of the total shares outstanding, were represented at the meeting. The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: the following nominees received the highest number of "FOR" votes and, as a result, were elected to serve as directors for a term that will continue until the 2016 annual meeting of stockholders.

               Director      Votes For    Withheld    Broker Non-Votes
               Kevin Hykes   35,182,944   4,669,202      20,742,248
               Nadim Yared   38,922,602    929,544       20,742,248

Proposal 2: Approval of Certificate of Amendment: the stockholders of the Company approved the amendment to the Company's amended and restated certificate of incorporation (the "Certificate of Amendment") to increase the total number of authorized shares from 110,000,000 to 210,000,000, thereby increasing the authorized shares of common stock from 100,000,000 to 200,000,000.

For Against Abstained Broker Non-Votes 56,595,811 3,273,469 725,114 0

Proposal 3: Ratification of the Selection of Independent Registered Public Accounting Firm: the stockholders of the Company ratified the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

For Against Abstained Broker Non-Votes 60,082,134 333,204 179,056 0

Following stockholder approval of Proposal 2, the Company filed the Certificate of Amendment with the Delaware Secretary of State on May 30, 2013.


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