UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2011
ARTHROCARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 0-027422 |
| 94-3180312 |
(State or other jurisdiction |
| (Commission File Number) |
| (I.R.S. Employer Identification |
of Incorporation) |
|
|
| No.) |
7500 Rialto Blvd., Building Two, Suite 100
Austin, TX 78735
(Address of principal executive offices, including zip code)
(512) 391-3900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting of Shareholders held on May 12, 2011, shareholders voted on four proposals and cast their votes as follows:
1. Election of Directors:
|
|
|
| Votes |
| Broker Non- |
|
Name |
| Votes For |
| Withheld |
| Votes |
|
Christian P. Ahrens |
| 25,618,951 |
| 8,109 |
| 4,566,598 |
|
Gregory A. Belinfanti |
| 25,619,065 |
| 7,995 |
| 4,566,598 |
|
Barbara D. Boyan, PH.D. |
| 25,618,578 |
| 8,482 |
| 4,566,598 |
|
David Fitzgerald |
| 25,617,167 |
| 9,893 |
| 4,566,598 |
|
James G. Foster |
| 25,615,473 |
| 11,587 |
| 4,566,598 |
|
Terrence E. Geremski |
| 25,611,223 |
| 15,837 |
| 4,566,598 |
|
Tord B. Lendau |
| 25,612,804 |
| 14,256 |
| 4,566,598 |
|
Peter L. Wilson |
| 25,617,587 |
| 9,473 |
| 4,566,598 |
|
2. Advisory vote on the Company’s executive compensation:
|
| Votes |
|
|
| Broker Non- |
|
Votes For |
| Against |
| Abstentions |
| Votes |
|
24,496,524 |
| 458,601 |
| 671,935 |
| 4,566,598 |
|
3. Advisory vote regarding the frequency of future advisory votes on executive compensation:
1 Year |
| 2 Years |
| 3 Years |
| Abstentions |
|
11,609,758 |
| 10,067,202 |
| 3,289,472 |
| 660,628 |
|
At the Annual Meeting, the Company’s Board of Directors accepted the shareholders recommendation for a 1 year frequency of future advisory “Say on Pay” votes.
4. Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2011:
|
| Votes |
|
|
|
Votes For |
| Against |
| Abstentions |
|
29,767,923 |
| 397,469 |
| 28,266 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| ARTHROCARE CORPORATION | |
|
|
| |
|
|
| |
Date: | May 16, 2011 | By: | /s/ David Fitzgerald |
|
| David Fitzgerald | |
|
| President and Chief Executive Officer |