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CASM > SEC Filings for CASM > Form 8-K on 25-Jun-2013All Recent SEC Filings

Show all filings for CAS MEDICAL SYSTEMS INC

Form 8-K for CAS MEDICAL SYSTEMS INC


25-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.

Stockholder Approval of 2011 Equity Incentive Plan, as amended

On April 16, 2013, the Board of Directors of CAS Medical Systems, Inc. (the "Company") approved an amendment to the CAS Medical Systems, Inc. 2011 Equity Incentive Plan (the "Incentive Plan"), subject to stockholder approval, to increase the number of shares of Company common stock available for grant under the Incentive Plan from a maximum of 1,000,000 shares to a maximum of 2,000,000 shares. The existing sublimit of a maximum of 500,000 shares available for delivery with respect to awards of restricted stock and restricted stock units remained unchanged. On June 20, 2013, at the Company's annual meeting of stockholders, the Incentive Plan, as amended, was approved by the Company's stockholders.

The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the Incentive Plan, as amended, a copy of which was filed with the Securities and Exchange Commission as an exhibit to the Company's proxy statement for the 2013 annual meeting.



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

At the annual meeting of stockholders of the Company held on June 20, 2013, five proposals were voted upon and approved by the Company's stockholders. A brief description of each proposal voted upon at the annual meeting and the number of votes cast for, against and withheld, as well as the number of abstentions and broker non-votes, where applicable, are set forth below.

With respect to the frequency of advisory votes on the compensation of the Company's named executive officers, and in light of the vote results of matter 4 set forth below, on June 20, 2013, the Company's Board of Directors agreed to hold future advisory votes on an annual basis with respect to the compensation of the Company's named executive officers.

(1) Election of members of the Board of Directors, each for a term of one year

  Nominee                 For    Withheld Broker Non-Votes

  Lawrence S. Burstein 8,622,723 148,012     5,006,773
  Evan Jones           8,693,032  77,703     5,006,773
  Thomas M. Patton     8,690,424  80,311     5,006,773
  Gregory Rainey       8,690,424  80,311     5,006,773
  James E. Thomas      8,648,024 122,711     5,006,773
  Kathleen A. Tune     8,647,824 122,911     5,006,773

Kenneth R. Weisshaar 8,690,424 80,311 5,006,773

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(2) Approval of the 2011 Equity Incentive Plan, as amended

For Against Abstain Broker Non-Votes 8,391,126 371,059 8,550 5,006,773

(3) Advisory approval of the compensation of the Company's named executive officers

For Against Abstain Broker Non-Votes 8,599,426 152,361 18,948 5,006,773

(4) Advisory approval of the frequency of holding future advisory votes on the compensation of the Company's named executive officers

One Year Two Years Three Years Abstain Broker Non-Votes 8,239,052 82,667 374,707 74,309 5,006,773

(5) Ratification of the appointment of CohnReznick LLP as auditor for the Company for the fiscal year ending December 31, 2013

For Against Abstain
13,309,660 464,848 3,000



Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is filed as part of this report:

10.1 CAS Medical Systems, Inc. 2011 Equity Incentive Plan, as amended (incorporated by reference to the Company's proxy statement filed on April 26, 2013)

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