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MRIC > SEC Filings for MRIC > Form 8-K on 14-Jun-2013All Recent SEC Filings

Show all filings for MRI INTERVENTIONS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MRI INTERVENTIONS, INC.


14-Jun-2013

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


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

The annual meeting of the stockholders of MRI Interventions, Inc. (the "Company") was held on June 13, 2013 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted to approve the adoption of the MRI Interventions, Inc. 2013 Incentive Compensation Plan (the "2013 Plan"). The Company's Board of Directors had previously adopted and approved the 2013 Plan, subject to stockholder approval. A description of the terms and conditions of the 2013 Plan is set forth in the Company's 2013 Proxy Statement, filed with the Securities and Exchange Commission on May 1, 2013 (the "Proxy Statement") under "Proposal 3 - Approval of Our 2013 Incentive Compensation Plan," and such description is incorporated herein by reference. The descriptions set forth herein and in the Proxy Statement are summaries and are qualified in their entirety by the full text of the 2013 Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form 8-K.



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

At the Annual Meeting, the Company's stockholders considered and voted on the following proposals:

(1) The election of nine directors to serve until the 2014 annual meeting of stockholders;

(2) The ratification of the appointment of Cherry Bekaert, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013; and

(3) The approval of the MRI Interventions, Inc. 2013 Incentive Compensation Plan.

The final voting results for each proposal are described below. For beneficial owners holding the Company's common stock at a bank or broker institution, a "broker non-vote" occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner's behalf.

1. Election of Directors. The following named persons were elected as Directors of the Company to serve until the 2014 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows:

Nominee                     For       Withheld    Broker Non-Votes
Kimble L. Jenkins        28,602,968     123,411      10,594,016
Paul A. Bottomley        28,702,968      23,411      10,594,016
Charles E. Koob          27,355,937   1,370,442      10,594,016
James K. Malernee, Jr.   27,455,987   1,270,392      10,594,016
Michael A. Pietrangelo   28,702,968      23,411      10,594,016
Philip A. Pizzo          28,702,718      23,661      10,594,016
Andrew K. Rooke          27,456,187   1,270,192      10,594,016
Michael J. Ryan          28,702,968      23,411      10,594,016
John N. Spencer, Jr.     27,456,187   1,270,192      10,594,016


2. Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013. The stockholder vote was as follows:

For Against Abstain
38,953,974 238,285 128,136

3. Approval of 2013 Incentive Compensation Plan. The stockholders voted to approve the 2013 Plan. The stockholder vote was as follows:

For Against Abstain Broker Non-Votes 26,076,615 2,532,689 117,075 10,594,016



Item 8.01. Other Events.

On June 13, 2013, the Company's Board of Directors approved an amendment to the MRI Interventions, Inc. Non-Employee Director Compensation Plan (the "Director Plan") to clarify the manner in which directors may receive payment of fees pursuant to the Director Plan. The amendment confirms that directors may elect to have the Company pay all or a portion of his or her fees in shares of the Company's common stock, in lieu of cash, in accordance with the rules and procedures established from time to time by the Board of Directors.

The foregoing description of the amended Director Plan is only a summary and is qualified in its entirety by the full text of the amended Director Plan, the form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index immediately following signature page.


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