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CRDC > SEC Filings for CRDC > Form 8-K on 15-Nov-2013All Recent SEC Filings

Show all filings for CARDICA INC

Form 8-K for CARDICA INC


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

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

At the 2013 Annual Meeting of Stockholders of Cardica, Inc. ("Cardica") held on November 13, 2013 (the "Annual Meeting"), Cardica's stockholders, upon the recommendation of Cardica's Board of Directors (the "Board"), approved an amendment and restatement of the Cardica, Inc. 2005 Equity Incentive Plan (the "2005 Plan") to increase the number of shares of Cardica's Common Stock, par value $0.001 (the "Common Stock"), authorized for issuance under the 2005 Plan by 1,000,000 shares of Common Stock and to increase the number of shares of common stock authorized for issuance pursuant to the exercise of incentive stock option awards (the "2013 Amendment").

The 2005 Plan, which provides for the grant of incentive stock options, nonstatutory stock options, stock purchase awards, stock bonus awards, stock appreciation rights, stock unit awards and other forms of equity compensation that may be granted to Cardica's employees, non-employee directors and consultants, was initially adopted by the Board on October 13, 2005, and approved by Cardica's stockholders on December 27, 2005, and has been amended six times prior to 2013. The 2013 Amendment was adopted by the Board subject to stockholder approval. A more complete description of the 2005 Plan may be found in Cardica's definitive proxy statement, filed with the Securities and Exchange Commission on October 8, 2013 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2005 Plan, as amended, which is attached to the Proxy Statement and incorporated into this Item 5.02 by reference.

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

At the Annual Meeting, Cardica's stockholders approved the six proposals listed below, which proposals are described in detail in the Proxy Statement. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal 1:

Each of Bernard A. Hausen, M.D., Ph.D., Kevin T. Larkin, Richard P. Powers,
Jeffrey L. Purvin, John Simon, Ph.D. and William H. Younger, Jr. was elected as
a director to hold office until the 2014 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:

           Nominee                  Votes           Votes          Broker
                                     For          Withheld       Non-Votes
Bernard A. Hausen, M.D., Ph.D.     26,429,159       682,343       19,143,752
       Kevin T. Larkin             26,471,085       640,417       19,143,752
      Richard P. Powers            26,667,671       443,831       19,143,752
      Jeffrey L. Purvin            26,676,793       434,709       19,143,752
      John Simon, Ph.D.            26,679,618       431,884       19,143,752
   William H. Younger, Jr.         26,673,228       438,274       19,143,752

Proposal 2:

The proposal to amend Cardica's Amended and Restated Certificate of
Incorporation to increase Cardica's authorized number of shares of Common Stock
from 75,000,000 shares to 125,000,000 shares was approved by the following vote:

     Votes            Votes        Abstentions        Broker
      For            Against                         Non-Votes
    41,701,039       3,515,461        1,038,754             0

Proposal 3:

The proposal to approve, on an advisory basis, the compensation of Cardica's
named executive officers, as disclosed in the Proxy Statement, was approved by
the following vote:

     Votes           Votes        Abstentions         Broker
      For           Against                         Non-Votes
    25,984,230       893,961         233,311         19,143,752

Proposal 4:

The proposal to indicate, on an advisory basis, the preferred frequency of
stockholder advisory votes on the compensation of Cardica's named executive
officers, was approved at one year by the following vote:

                                                      Votes For Three        Abstentions            Broker
   Votes For One Year       Votes For Two Years            Years                                   Non-Votes
        23,324,442                  806,045                732,754               248,261           21,143,752

Proposal 5:

The proposal to ratify the selection by the audit committee of the Board of BDO
USA LLP as Cardica's independent registered public accounting firm for the
fiscal year ending June 30, 2014, was ratified by the following vote:

     Votes           Votes        Abstentions        Broker
      For           Against                         Non-Votes
    45,378,812       214,389         662,053               0

Proposal 6:

The proposal to approve the amendment and restatement of the 2005 Plan as
described in Item 5.02 above was approved by the following vote:

     Votes            Votes         Abstentions         Broker
      For            Against                          Non-Votes
    25,908,981       1,013,347         189,174         19,143,752

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1         Certificate of Amendment of the Amended and Restated Certificate of
            Incorporation, filed with the Secretary of State of Delaware on November
            13, 2013.

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