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MAKO > SEC Filings for MAKO > Form 8-K on 13-Dec-2013All Recent SEC Filings

Show all filings for MAKO SURGICAL CORP.

Form 8-K for MAKO SURGICAL CORP.


13-Dec-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial


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

On December 13, 2013, MAKO Surgical Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the agreement and plan of merger (the "Merger Agreement"), dated as of September 25, 2013, by and among Stryker Corporation ("Stryker"), Lauderdale Merger Corporation ("Merger Sub") and the Company, which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Stryker.

As of November 12, 2013, the record date for the Special Meeting, there were 51,506,301 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 33,666,447 shares of Common Stock, representing approximately 65% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

(1) The adoption of the Merger Agreement;

(2) The approval, on an advisory (non-binding) basis, of specified compensation that may become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer (collectively, the "Named Executive Officers") in connection with the Merger; and

(3) The approval of the adjournment of the Special Meeting, if necessary or appropriate to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

Each of the three proposals was approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 13, 2013.

1. Proposal to approve the Merger Agreement:

For Against Abstain Broker Non-Votes 33,432,126 170,764 63,557 -

2. Proposal to approve on an advisory (non-binding) basis, specified compensation that may become payable to the Company's Named Executive Officers in connection with the Merger:

For Against Abstain Broker Non-Votes 25,292,416 4,980,969 3,393,062 -

3. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to approve the Merger Agreement:

For Against Abstain Broker Non-Votes 31,837,229 1,785,434 43,784 -



Item 8.01 Other Events.

On December 13, 2013, the Company issued a press release regarding stockholder approval of the Merger Agreement and certain related matters. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description of Document
99.1 Press Release of MAKO Surgical Corp. dated December 13, 2013


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