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): June 8, 2010
Clarient, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-22677 | | 75-2649072 |
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(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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31 Columbia, Aliso Viejo, California | |
92656 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(949) 425-5700
N/A
(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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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.
| (a) | | The annual meeting of shareholders of Clarient, Inc. (the “Company”) was held on June 8, 2010. |
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| (b) | | The shareholders elected all of the Company’s nominees for director, approved amendments to the Company’s 2007 Incentive Award Plan (the “2007 Plan”), and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. |
| | (i) | | The nominees for director were elected based upon the following votes: |
| | | | | | | | | | | | | |
| | | | | | | | | | | Shares Not Voted | |
| Nominee | | Votes For | | | Votes Withheld | | | on This Matter | |
| | | | | | | | | | | | | |
| Mr. Andrew W. Adams | | | 71,503,369 | | | | 314,613 | | | | 34,077,267 | |
| Mr. Ronald A. Andrews | | | 71,517,426 | | | | 300,556 | | | | 34,077,267 | |
| Mr. Peter J. Boni | | | 71,412,859 | | | | 405,123 | | | | 34,077,267 | |
| Mr. James A. Datin | | | 71,452,649 | | | | 365,333 | | | | 34,077,267 | |
| Ms. Ann H. Lamont | | | 69,769,807 | | | | 2,048,175 | | | | 34,077,267 | |
| Mr. Frank P. Slattery, Jr. | | | 69,522,007 | | | | 2,295,975 | | | | 34,077,267 | |
| Dr. Dennis M. Smith, Jr. | | | 71,512,121 | | | | 305,861 | | | | 34,077,267 | |
| Mr. Gregory D. Waller | | | 70,870,119 | | | | 947,863 | | | | 34,077,267 | |
| Mr. Stephen T. Zarrilli | | | 71,539,429 | | | | 278,533 | | | | 34,077,267 | |
| | (ii) | | The proposal to approve amendments to the Company’s 2007 Plan received the following votes: |
| | | | | |
| Votes For | | | 62,728,818 | |
| Votes Against | | | 8,968,284 | |
| Abstentions | | | 120,880 | |
| Shares Not Voted on This Matter | | | 34,077,267 | |
| | (iii) | | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, received the following votes: |
| | | | | |
| Votes For | | | 91,254,956 | |
| Votes Against | | | 217,393 | |
| Abstentions | | | 364,635 | |
| Shares Not Voted on This Matter | | | 14,058,265 | |
Item 5.02. Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 14, 2010, the Board of Directors of the Company adopted amendments to the Company’s 2007 Plan, though subject to stockholder approval. Such amendments were approved by the Company’s stockholders at the Company’s 2010 Annual Meeting of Stockholders held on June 8, 2010. The amendments to the 2007 Plan increased the number of shares of the Company’s common stock reserved for issuance thereunder by 7,000,000 shares, or from 8,911,181 shares to 15,911,181 shares, and increased the maximum number of shares of the Company’s common stock which may be issued as incentive stock options from 5,000,000 to 12,000,000.
The foregoing summary of the amendments to the 2007 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2007 Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | | | | |
| Exhibit No. | | Description |
| | 10.1 | | | 2007 Incentive Award Plan, as amended |
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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| | | Clarient, Inc. | | |
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| Dated: June 8, 2010 | | By: | | /s/ MICHAEL R. RODRIGUEZ | | |
| | | | | | | |
| | | | | Michael R. Rodriguez | | |
| | | | | Senior Vice President and Chief Financial Officer | | |
