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MGCD > SEC Filings for MGCD > Form 8-K on 24-Mar-2014All Recent SEC Filings

Show all filings for MGC DIAGNOSTICS CORP



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 March 20, 2014, MGC Diagnostics Corporation (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). Of the 4,210,863 shares of the Company's common stock outstanding and eligible to vote at the Annual Meeting, 3,375,292 shares were present either in person or by proxy.

The following describes the matters considered by the Company's shareholders at the Annual Meeting and the results of the votes cast at the meeting:

Proposal 1. To elect six directors of the Company to hold office until the next Annual Meeting of Shareholders or until their respective successors have been elected and qualified.

Nominee                   For    Withhold Broker Non-Vote
Mark W. Sheffert       1,581,729  31,799     1,761,764
Gregg O. Lehman, Ph.D. 1,582,027  31,501     1,761,764
John R. Baudhuin       1,572,732  40,796     1,761,764
Wendy D. Lynch, Ph.D.  1,581,366  32,162     1,761,764
Robert E. Munzenrider  1,581,752  31,776     1,761,764
Hendrik Struik         1,582,026  31,502     1,761,764

Proposal 2. To ratify the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm for the Company for the fiscal year ending October 31, 2014.

For Against Abstain
3,366,885 4,483 3,924

Proposal 3. To approve the Company's executive compensation.

For Against Abstain Broker Non-Vote 1,573,554 30,152 9,822 1,761,764

As a result, the shareholders elected each nominee as a director of the Company, ratified the appointment of Baker Tilly Virchow Krause, LLP as independent registered public accounting firm for the Company for the year ending October 31, 2014, and approved the Company's executive compensation.

Item 8.01 Other Events

On March 20, 2014, MGC Diagnostics Corp. issued a press release announcing that it has entered into a letter of intent to acquire Medisoft SA of Sorinne, Belgium. The proposed acquisition is subject to completion of confirmatory due diligence, the negotiation and execution of a definitive agreement and customary closing conditions. MGC Diagnostics expects to complete the Medisoft acquisition prior to May 31, 2014. The transaction is not subject to MGC Diagnostics shareholder approval. MGC Diagnostics Corporation intends to finance the transaction from a combination of its current cash and cash equivalents, working capital and a bank credit facility. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following is furnished as an Exhibit to this Report:

Exhibit No.                           Description of Exhibit

    99.1           Press release dated March 20, 2014, announcing MGC
                   Diagnostics Corporation's intention to acquire Medisoft SA.

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