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UPI > SEC Filings for UPI > Form 8-K on 13-Sep-2013All Recent SEC Filings

Show all filings for UROPLASTY INC | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

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

Uroplasty, Inc. (the Company) held its annual meeting of shareholders on September 12, 2013. At the meeting, each of Thomas S. Jamison and James P. Stauner were reelected as class III directors to serve until the annual shareholder meeting in 2016 or until their successors are elected and qualify.

The Company's shareholders also approved, by non-binding advisory vote, the Company's compensation of its named executive officers as disclosed in the proxy statement for the 2013 annual meeting. Shareholders holding a majority of the outstanding shares voted to hold a vote on executive compensation annually, and consistent with this non-binding advisory vote, the Board of Directors has determined that the Company will hold an annual advisory vote to approve the compensation of the named executive officers, commencing with the 2014 annual meeting of the shareholder's and until the Board of Directors evaluates future shareholder advisory votes on the frequency of the advisory vote to approve the compensation of the named executive officers. The Company is required to hold an advisory vote on frequency at least every six years.

The Company's shareholders also approved an amendment of our 2006 Stock and Incentive Plan to increase the number of shares of our common stock available for awards granted under the plan by 750,000.

The Company's shareholders also ratified the appointment of Grant Thornton LLP as Uroplasty's independent registered public accounting firm for the year ending March 31, 2014.

As of the July 26, 2013 record date for the meeting, there were 20,934,245 shares of common stock issued and outstanding and 18,703,342 shares, or 89.34%, were represented at the annual meeting. The voting results were as follows:

1. Election of Directors

                     For       Withheld    Broker Non-Votes
Thomas A. Jamison 10,095,069   2,605,371          6,002,902
James P. Stauner  11,862,012     838,428          6,002,902

2. Approve compensation to the Company's named executive officers (non-binding)

For Against Abstain Broker Non-Votes 7,727,224 4,917,377 55,839 6,002,902

3. Recommend the frequency of non-binding votes on compensation to the Company's named executive officers

1 Year 2 Years 3 Years Abstain Broker Non-Votes 11,482,362 342,340 607,165 268,573 6,002,902

4. Approve an amendment of our 2006 Stock and Incentive Plan to increase the number of shares available by 750,000

For Against Abstain Broker Non-Votes 7,532,436 5,136,919 31,085 6,002,902

5. Ratification of Auditors

For Against Abstain
18,544,146 79,651 79,545

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