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CRDC > SEC Filings for CRDC > Form 8-K/A on 13-Feb-2014All Recent SEC Filings

Show all filings for CARDICA INC

Form 8-K/A for CARDICA INC


13-Feb-2014

Submission of Matters to a Vote of Security Holders


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

Cardica has determined, in light of and consistent with the vote of the Cardica stockholders as to the preferred frequency of stockholder advisory votes on the compensation of Cardica's named executive officers, to include a stockholder advisory vote on the compensation of Cardica's named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of Cardica's named executive officers.


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