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NXTM > SEC Filings for NXTM > Form 8-K on 28-May-2014All Recent SEC Filings

Show all filings for NXSTAGE MEDICAL, INC.

Form 8-K for NXSTAGE MEDICAL, INC.


28-May-2014

Change in Directors or Principal Officers


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

On May 22, 2014, the stockholders of NxStage Medical, Inc. (NxStage) approved the NxStage 2014 Omnibus Incentive Plan (2014 Plan). The 2014 Plan replaces the NxStage 2005 Stock Incentive Plan (2005 Plan). The 2014 Plan will be administered by NxStage's Compensation Committee, and awards under the 2014 Plan will be granted at the discretion of the Compensation Committee. The following types of awards may be made under the 2014 Plan, subject to the limitations set forth in the 2014 Plan: stock options, which may be either incentive stock options or non-qualified stock options; stock appreciation rights; restricted stock; restricted stock units; unrestricted stock; dividend equivalent rights; performance shares and performance-based awards; other equity-based awards; and cash bonus awards. Employees and non-employee directors of NxStage and its affiliates are eligible to receive awards under the 2014 Plan, as well as consultants and advisors who perform services for NxStage or its affiliates. The maximum number of shares of common stock that may be issued under the 2014 Plan, consisting of authorized but unissued shares, will be equal to the sum of
(1) 5,600,000 shares of common stock, plus (2) the number of shares of common stock available for future awards under the 2005 Plan as of May 22, 2014, plus
(3) the number of shares of common stock related to awards outstanding under the 2005 Plan as of May 22, 2014 that thereafter terminate by expiration or forfeiture, cancellation, or otherwise without the issuance of such shares of common stock. Shares of common stock that are subject to awards other than stock options or stock appreciation rights will be counted against the 2014 Plan share limit as 1.62 shares for every one share subject to the award. Shares of common stock that are subject to awards of stock options or stock appreciation rights will be counted against the 2014 Plan share limit as one share for every one share subject to the award. The number of shares subject to any stock appreciation rights awarded under the 2014 Plan will be counted against the aggregate number of shares available for issuance under the 2014 Plan regardless of the number of shares actually issued to settle the stock appreciation right upon exercise.
Item 5.07 Submission of Matters to a Vote of Security Holders.

NxStage held its 2014 Annual Meeting of Stockholders on May 22, 2014. Set forth below are the final voting results for each of the matters submitted to a stockholder vote at the 2014 Annual Meeting.

1. Stockholders elected each of the nine nominees to NxStage's Board of Directors to serve until the 2015 Annual Meeting of Stockholders, with the votes cast as follows:
Director Nominee Votes For Votes Withheld Broker Non-Votes

Jeffrey H. Burbank 44,233,390    108,724        9,315,526
Robert G. Funari   44,067,636    274,478        9,315,526
Daniel A. Giannini 44,234,265    107,849        9,315,526
Earl R. Lewis      44,064,970    277,144        9,315,526
Jean K. Mixer      44,069,671    272,443        9,315,526
Craig W. Moore     43,947,672    394,442        9,315,526
Reid S. Perper     44,230,232    111,882        9,315,526
Barry M. Straube   44,229,505    112,609        9,315,526
Jay W. Shreiner    44,232,791    109,323        9,315,526

2. Stockholders approved, on an advisory basis, the named executive officers' compensation as disclosed in NxStage's proxy statement, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 43,253,902 617,691 470,521 9,315,526


3. Stockholders ratified the selection of Ernst & Young LLP to serve as NxStage's independent registered public accounting firm for the 2014 fiscal year, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 53,432,530 212,862 12,248 0

4. Stockholders (of at least 75% of the shares outstanding) did not approve an amendment to NxStage's Amended and Restated By-laws to adopt a majority voting standard for uncontested director elections, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 44,274,509 52,442 15,163 9,315,526

5. Stockholders approved the 2014 Plan and 162(m) material terms for payment, with the votes cast as follows:

Votes For Votes Against Abstentions Broker Non-Votes 38,450,870 5,852,709 38,535 9,315,526


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