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GNMK > SEC Filings for GNMK > Form 8-K on 4-Jun-2014All Recent SEC Filings

Show all filings for GENMARK DIAGNOSTICS, INC.

Form 8-K for GENMARK DIAGNOSTICS, INC.


4-Jun-2014

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.
GenMark Diagnostics, Inc. ("GenMark") held its 2014 Annual Meeting of Stockholders on May 29, 2014 (the "Annual Meeting"), at which a total of 39,438,008 shares of GenMark common stock, or approximately 94.8% of the shares entitled to vote, were represented in person or by valid proxies. Set forth below are final voting results for the four proposals that were subject to a vote of GenMark's stockholders at the Annual Meeting.

1. For the proposal to elect two nominees for director to serve a three-year term expiring at GenMark's 2017 Annual Meeting of Stockholders, the voting results were as follows:

Name of Directors Elected      For       Withhold   Broker Non-Votes
    Daryl J. Faulkner       35,239,753   251,582       3,946,673
     Jim Fox, Ph.D.         35,462,105    29,230       3,946,673

The following individuals are continuing directors with terms expiring at GenMark's 2015 Annual Meeting of Stockholders: Kevin O'Boyle and Hany Massarany. The following individuals are continuing directors with terms expiring at GenMark's 2016 Annual Meeting of Stockholders: Christopher Gleeson and Stephen Worland.

2. For the proposal to approve an amendment to the GenMark Diagnostics, Inc. 2010 Equity Incentive Plan solely for the purposes of Section 162(m) of the Internal Revenue Code, the voting results were as follows:

For Against Abstain Broker Non-Votes 28,718,028 6,767,981 5,326 3,946,673

3. For the proposal to ratify Ernst & Young LLP as GenMark's independent registered public accounting firm for the fiscal year ending December 31, 2014, the voting results were as follows:

For Against Abstain
39,385,774 27,871 24,363

4. For the proposal to approve, on an advisory basis, the compensation of GenMark's named executive officers, the voting results were as follows:

For Against Abstain Broker Non-Votes 34,862,495 235,573 393,267 3,946,673

No other items were presented for stockholder approval at the Annual Meeting.

Following the Annual Meeting, GenMark's Board of Directors (the "Board") appointed Jim Fox, Ph.D. to the newly created position of Vice Chairman and Lead Independent Director of the Board. As part of its ongoing efforts to evaluate and implement strong corporate governance practices, GenMark's Board determined that the establishment of the Vice Chairman and Lead Independent Director role is in the best interests of GenMark and its stockholders and will facilitate clear accountability, strong leadership and effective implementation of corporate strategy. Dr. Fox has served on the Board since September 2010 and will continue to serve as Chair of GenMark's Compensation Committee and as a member of GenMark's Audit Committee and Corporate Governance and Nominating Committee. GenMark's Lead Independent Director will, among other things, preside at executive sessions of the independent directors and will facilitate communications among and between the Board's committees, individual directors, and management.


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