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
Date of report (Date of earliest event reported): May 29, 2014 (May 28, 2014)
NANOSPHERE, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-33775 | | 36-4339870 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4088 Commercial Avenue, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip Code)
(847) 400-9000
(Registrant’s telephone number, including area code)
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):
| ¨ | 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) | Nanosphere, Inc. (the “Company”) held its annual meeting of shareholders on May 28, 2014 (the “Annual Meeting”). The following is a summary of the matters voted on at the meeting. |
| (b) | The shareholders elected all seven nominees for director to serve until the next annual meeting of stockholders in 2014, as follows: |
| | | | | | | | | | | | |
| | | For | | | Withheld | | | Broker Non-Vote | |
Sheli Z. Rosenberg | | | 38,076,704 | | | | 3,264,695 | | | | 24,119,900 | |
Michael K. McGarrity | | | 39,565,874 | | | | 1,775,525 | | | | 24,119,900 | |
André de Bruin | | | 39,505,996 | | | | 1,835,403 | | | | 24,119,900 | |
Gene Cartwright | | | 40,150,521 | | | | 1,190,878 | | | | 24,119,900 | |
Erik Holmlin | | | 40,167,871 | | | | 1,173,528 | | | | 24,119,900 | |
Lorin J. Randall | | | 39,428,274 | | | | 1,913,125 | | | | 24,119,900 | |
Michael J. Ward | | | 39,554,636 | | | | 1,786,763 | | | | 24,119,900 | |
By the following vote, the shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as such compensation was described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the Company’s proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission on April 17, 2014:
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 38,552,739 | | 2,536,416 | | 252,244 | | 24,119,900 |
By the following vote, the shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.
| | | | |
| For | | Against | | Abstain |
| 63,837,412 | | 1,292,913 | | 330,974 |
By the following vote, the shareholders approved the Company’s 2014 Long-Term Incentive Plan.
| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 38,914,367 | | 1,607,601 | | 819,431 | | 24,119,900 |
By the following vote, the shareholders approved an amendment to the Company’s charter to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000.
| | | | |
| For | | Against | | Abstain |
| 55,915,409 | | 8,781,413 | | 764,477 |
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.
| | | | | | |
| | | | NANOSPHERE, INC. |
| | | | (Registrant) |
| | | |
| Dated: May 29, 2014 | | | | By: | | /s/ Roger Moody |
| | | | | | Roger Moody |
| | | | | | Chief Financial Officer, Vice President of Finance & Administration, Treasurer, Secretary |
