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TRNX > SEC Filings for TRNX > Form 8-K on 27-Jun-2014All Recent SEC Filings

Show all filings for TORNIER N.V.

Form 8-K for TORNIER N.V.


27-Jun-2014

Submission of Matters to a Vote of Security Holders


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

Tornier held its Annual General Meeting of Shareholders on June 26, 2014. Tornier's shareholders considered ten voting proposals, each of which is described in more detail in Tornier's definitive proxy statement filed with the Securities and Exchange Commission on May 16, 2014. The final results of such shareholder voting on each proposal brought before the meeting were as follows:

                                                                                            Broker
                                                 For           Against       Abstain       Non-Votes
Voting proposal no. 1-Election of two
non-executive directors, each to serve for
a term of three years
Election of Alain Tornier
as non-executive director                      38,783,078       758,537         3,700       3,429,845
Election of Elizabeth H. Weatherman
as non-executive director                      39,229,373       312,142         3,800       3,429,845
Voting proposal no. 2-Advisory vote on
executive compensation                         39,360,030       179,472         5,813       3,429,845
Voting proposal no. 3-Ratification of the
appointment of Ernst & Young LLP as
Tornier's independent registered public
accounting firm for the fiscal year ending
December 28, 2014                              42,866,758        19,051        89,351               0
Voting proposal no. 4-Appointment of E&Y
Accountants LLP as the auditor for
Tornier's Dutch statutory annual accounts
for the fiscal year ending December 28,
2014                                           42,841,225        17,870       116,065               0
Voting proposal no. 5-Adoption of
Tornier's statutory annual accounts, as
prepared in accordance with Dutch law, for
the fiscal year ended December 29, 2013        42,838,447         4,121       132,592               0
Voting proposal no. 6-Authorization of the
preparation of Tornier's Dutch statutory
annual accounts and annual reports of the
Board of Directors required by Dutch law
in the English language                        42,874,555         5,302        95,303               0
Voting proposal no. 7-Release of the
members of Tornier's board of directors
from liability with respect to the
exercise of their duties during the fiscal
year ended December 29, 2013                   39,525,910        16,555         2,850       3,429,845


--------------------------------------------------------------------------------
                                                                                            Broker
                                                For            Against       Abstain       Non-Votes
Voting proposal no. 8-Authorization of
Tornier's board of directors to
repurchase up to repurchase up to 10% of
Tornier's issued share capital (including
depositary receipts issued for shares)
until December 26, 2015 on the open
market, through privately negotiated
transactions or in one or more
self-tender offers for a price per share
(or depositary receipt) not less than the
nominal value of a share and not higher
than 110% of the market price of a share
(or depositary receipt) at the time of
the transaction                               39,509,390           7,459       28,466       3,429,845
Voting proposal no. 9-Renewal of the
authorization of Tornier's board of
directors to issue ordinary shares or
grant rights to subscribe for ordinary
shares up to Tornier's maximum authorized
share capital at the time of the issue
until June 26, 2019                           33,739,107       5,801,458        4,750       3,429,845
Voting proposal no. 10-Renewal of the
authorization of Tornier's board of
directors to resolve to exclude or
restrict shareholders' pre-emptive rights
under Dutch law with respect to the
ordinary shares and rights to subscribe
therefor that the board of directors may
issue or grant pursuant to the authority
in voting proposal no. 9 until June 26,
2019                                          33,561,838       5,982,727          750       3,429,845

With respect to voting proposal no. 1, each of Mr. Tornier and Ms. Weatherman was elected by Tornier's shareholders by the required vote. Regarding Tornier's other directors, (i) each of Sean D. Carney and Richard B. Emmitt will continue to serve as a non-executive director for a term ending at Tornier's 2015 Annual General Meeting of Shareholders; (ii) David H. Mowry will continue to serve as executive director for a term ending at Tornier's 2016 Annual General Meeting of Shareholders; and (iii) each of Kevin C. O'Boyle and Richard F. Wallman will continue to serve as a non-executive director for a term ending at Tornier's 2016 Annual General Meeting of Shareholders.

Each of voting proposal nos. 2, 3, 4, 5, 6, 7, 8, 9 and 10 was approved by Tornier's shareholders by the required vote.


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