UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 26, 2016
Date of Report (Date of earliest event reported)
CEPHEID
(Exact name of Registrant as specified in its charter)
| | | | |
| California | | 000-30755 | | 77-0441625 |
(State or other jurisdiction of incorporation) | | (Commission file number) | | (I.R.S. Employer Identification No.) |
904 Caribbean Drive, Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 541-4191
(Registrant’s telephone number, including area code)
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | 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.
(a) Cepheid held its Annual Meeting of Shareholders on April 26, 2016 (the “Annual Meeting”). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.
(b) The matters described below were voted on at the Annual Meeting and the number of votes cast with respect to each matter was as indicated:
(1) Holders of Cepheid’s common stock voted to elect three directors, each to serve until his or her successor has been elected and qualified or until his or her earlier resignation or removal as follows:
| | | | | | | | | | | | | | | | |
Name | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Thomas L. Gutshall | | | 54,380,304 | | | | 6,326,848 | | | | 117,440 | | | | 5,949,376 | |
Cristina H. Kepner | | | 57,936,388 | | | | 2,583,091 | | | | 305,113 | | | | 5,949,376 | |
David H. Persing | | | 59,081,276 | | | | 1,436,575 | | | | 306,741 | | | | 5,949,376 | |
(2) Holders of Cepheid’s common stock voted to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2016 as follows:
| | | | |
Shares Voted in Favor: | | | 66,412,507 | |
Shares Voted Against: | | | 351,831 | |
Shares Abstaining: | | | 9,630 | |
Broker Non-Votes: | | | 0 | |
(3) Holders of Cepheid’s common stock voted not to approve the non-binding advisory resolution on compensation paid to Cepheid’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, as follows:
| | | | |
Shares Voted in Favor: | | | 23,333,291 | |
Shares Voted Against: | | | 37,166,716 | |
Shares Abstaining: | | | 324,585 | |
Broker Non-Votes: | | | 5,949,376 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | CEPHEID |
| | |
| Date: April 27, 2016 | | By: | | /s/ Daniel E. Madden |
| | Name: | | Daniel E. Madden |
| | Title: | | Executive Vice President, Chief Financial Officer |
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