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CPHD > SEC Filings for CPHD > Form 8-K on 24-Apr-2014All Recent SEC Filings

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Form 8-K for CEPHEID


24-Apr-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Su


Item 1.01. Entry Into a Material Definitive Agreement.

2006 Equity Incentive Plan

At Cepheid's Annual Meeting of Shareholders held on April 22, 2014 (the "Annual Meeting"), the shareholders of Cepheid approved an amendment to Cepheid's 2006 Equity Incentive Plan (the "EIP") to:

increase the number of shares of common stock reserved for issuance under the EIP by 3,300,000; and

increase the pre-determined amount of stock option equivalents granted to Cepheid's non-employee directors.

The foregoing is a summary of the changes effected by the amendment to the EIP and does not purport to be complete. The foregoing is qualified in its entirety by reference to the EIP, as amended and restated, a copy of which is filed as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.



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

(e) The disclosures made under Item 1.01 above are hereby incorporated by reference into this Item 5.02(e).



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

(a) Cepheid held the Annual Meeting on April 22, 2014. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

(b) The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated:

(1) Holders of Cepheid's common stock voted to elect three directors, each to serve until his successor has been elected and qualified or until his earlier resignation or removal as follows:

    Name                       For           Against       Abstain       Broker Non-Votes
    Robert J. Easton         58,367,046       443,351       360,337              6,435,745
    Hollings C. Renton       58,281,209       525,087       364,438              6,435,745
    Glenn D. Steele, Jr.     58,565,045       244,406       361,283              6,435,745



(2) Holders of Cepheid's common stock voted to approve an amendment to Cepheid's articles of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000 as follows:

                      Shares Voted in Favor:     64,505,652
                      Shares Voted Against:       1,061,777
                      Shares Abstaining:             39,050
                      Broker Non-Votes:                   0

(3) Holders of Cepheid's common stock voted to amend Cepheid's 2006 Equity Incentive Plan to increase the number of shares of Cepheid's common stock reserved for issuance by 3,300,000 shares and to increase the pre-determined amount of stock option equivalents granted to Cepheid's non-employee directors as follows:

                      Shares Voted in Favor:     56,922,583
                      Shares Voted Against:       2,225,084
                      Shares Abstaining:             23,067
                      Broker Non-Votes:           6,435,745

(4) Holders of Cepheid's common stock voted to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2014 as follows:

                      Shares Voted in Favor:     65,268,695
                      Shares Voted Against:         323,510
                      Shares Abstaining:             14,274
                      Broker Non-Votes:                   0

(5) Holders of Cepheid's common stock voted to approve the non-binding advisory resolution on compensation paid to Cepheid's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation discussion and analysis, compensation tables and narrative discussion as follows:

                      Shares Voted in Favor:     58,037,346
                      Shares Voted Against:         472,599
                      Shares Abstaining:            660,789
                      Broker Non-Votes:           6,435,745



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Exhibit Title

99.01 2006 Equity Incentive Plan, as amended and restated


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