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RGDX > SEC Filings for RGDX > Form 8-K on 25-Nov-2013All Recent SEC Filings

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

Form 8-K for RESPONSE GENETICS INC


25-Nov-2013

Submission of Matters to a Vote of Security Holders


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

On November 20, 2013, Response Genetics, Inc. (the "Company"), held an annual meeting of its stockholders (the "2013 Annual Meeting"). At the 2013 Annual Meeting, a total of 24,761,315 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), were present or represented by proxy at the meeting, representing approximately 72.29% of the outstanding Common Stock as of October 4, 2013, the record date for the 2013 Annual Meeting.

At the 2013 Annual Meeting, four (4) proposals were submitted for a vote of the Company's stockholders and the related results are as follows:

Proposal 1. The election of Thomas A. Bologna, Kirk K. Calhoun, Sam Chawla, David R. Schreiber, Michael Serruya, Richard van den Broek and David M. Wurzer as directors until the next succeeding annual meeting of stockholders of the Company or until each such director's successor shall have been duly elected and qualified. The stockholders elected the seven (7) directors by the following votes:

     Name of Nominee      Votes For: Withheld:
01) Thomas A. Bologna     19,903,095   4,720
02) Kirk K. Calhoun       19,898,795   9,020
03) Sam Chawla            19,903,095   4,720
04) David R. Schreiber    19,903,095   4,720
05) Michael Serruya       19,901,095   6,720

06) Richard van den Broek 19,903,048 4,767 07) David M. Wurzer 19,903,095 4,720

Broker Non-Votes: 4,853,500

Proposal 2. The ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The stockholders ratified BDO USA, LLP by the following votes:

Votes For Votes Against Votes Abstained 24,759,387 500 1,428

Proposal 3. A non-binding advisory vote approving the compensation of the Company's named executive officers, as described in the "Executive Officers and Executive Compensation" section of the Company's Proxy Statement. The stockholders approved the compensation of the Company's named executive officers by the following votes:

Votes For Votes Against Votes Abstained Broker Non-Votes 19,821,589 78,475 7,751 4,853,500

Proposal No. 4: A non-binding advisory vote approving the frequency of future advisory votes on the compensation of the Company's named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholder approved every three (3) years as the frequency of future votes on executive compensation as follows:

3 Years 2 Years 1 Year Abstain
10,849,621 25,578 8,998,766 33,850

Broker Non-Votes: 4,853,500

The Company has decided to set the frequency of future advisory votes on the compensation of the Company's named executive officers at every three (3) years going forward.

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