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HNSN > SEC Filings for HNSN > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for HANSEN MEDICAL INC

Form 8-K for HANSEN MEDICAL INC


1-May-2014

Submission of Matters to a Vote of Security Holders


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

On April 29, 2014, the following proposals were submitted to the stockholders of Hansen Medical, Inc. (the "Company") at its 2014 annual meeting of stockholders.

1. To elect two Class II directors to hold office until the 2017 annual meeting of stockholders;

2. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as the Company's independent registered public accounting firm of the Company for its fiscal year ending December 31, 2014; and

3. To cast a non-binding advisory vote to approve the compensation of the Company's named executive officers.

The proposals were described in detail in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2014. Of the 110,611,857 shares eligible to vote as of the March 4, 2014 record date, 88,469,486 votes, or approximately 80% of the total shares outstanding, were represented at the meeting. The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: the following nominees received the highest number of "FOR" votes and, as a result, were elected to serve as Class II directors for a term that will continue until the 2017 annual meeting of stockholders.

         Director               Votes For       Withheld       Broker Non-Votes
         Michael L. Eagle        62,984,704       512,416             24,972,366
         Christopher P. Lowe     62,977,901       519,219             24,972,366

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm: the stockholders of the Company ratified the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

For Against Abstained Broker Non-Votes 88,223,925 124,865 120,696 0

Proposal 3: Advisory Vote on Executive Compensation: the stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.

For Against Abstained Broker Non-Votes 62,781,362 575,964 139,794 24,972,366


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