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MMSI > SEC Filings for MMSI > Form 8-K on 17-Jun-2014All Recent SEC Filings

Show all filings for MERIT MEDICAL SYSTEMS INC

Form 8-K for MERIT MEDICAL SYSTEMS INC


17-Jun-2014

Submission of Matters to a Vote of Security Holders


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

On June 11, 2014, Merit Medical Systems, Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). A total of 42,963,035 shares of the Company's common stock were entitled to vote as of April 14, 2014, the record date for the Annual Meeting, of which 39,616,580 shares were represented in person or by proxy at the Annual Meeting.
The shareholders of the Company voted on the following matters at the Annual Meeting: (i) the election of two directors of the Company, to serve until the annual meeting of the Company's shareholders in 2017 and until their respective successors have been duly elected and qualified, (ii) a non-binding advisory resolution to approve the compensation of the Company's named executive officers, otherwise known as a "say-on-pay" vote, (iii) approval of the material terms of the performance goals set forth in the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan, (iv) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 and (v) a shareholder proposal to request that the Board of Directors of the Company (the "Board") adopt a policy, and amend the Company's bylaws as necessary, to require the Chairman of the Board to be an independent member of the Board.

Matter 1

Each of the two nominees listed below was re-elected to serve as a director of
the Company. The votes cast for or withheld for each nominee, excluding
2,180,906 broker non-votes, were as follows:
Nominee              For       Withheld
Kent W. Stanger   31,827,641   5,608,033
Nolan E. Karras   35,670,139   1,765,535

Matter 2

The results of the voting on a non-binding advisory resolution to approve the compensation of the Company's named executive officers were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 36,903,747 505,817 26,110 2,180,906

Accordingly, a majority of votes cast with respect to the advisory "say-on-pay" resolution were "for" approval of the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement distributed in connection with the Annual Meeting.

Matter 3

The results of the voting on a proposal to re-approve the material terms of the performance goals set forth in the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 37,077,155 322,573 35,946 2,180,906

Accordingly, a majority of votes cast with respect to the proposal to re-approve the material terms of the performance goals set forth in the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan were "for" re-approval of such performance goals.

Matter 4

The Company's shareholders ratified the appointment of Deloitte and Touche LLP
to serve as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2014.

The voting results with respect to the proposal to ratify the appointment of
Deloitte & Touche LLP to serve as the Company's independent registered public
accountant were as follows:
                                      For             Opposed          Abstained
Ratification of appointment
of Deloitte & Touche LLP          39,194,260          396,266           26,054


Matter 5

The results of the voting on a shareholder proposal to request that the Board adopt a policy, and amend the Company's bylaws as necessary, to require the Chairman of the Board to be an independent member of the Board were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 18,504,973 18,894,375 36,326 2,180,906

Accordingly, a majority of votes cast with respect to the shareholder proposal were cast "against" the proposal.


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