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): November 9, 2010
Orchid Cellmark Inc.
(Exact name of the registrant as specified in its charter)
| | | | |
| Delaware | | 000-30267 | | 22-3392819 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4390 US Route One, Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (609) 750-2200
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 |
At our Annual Meeting of Stockholders on November 9, 2010, our stockholders: (i) elected each of Eugene I. Davis and Stefan Loren as a Class I Director of the Company to serve a three-year term expiring in 2013 (Proposal 1); and (ii) ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010 (Proposal 2).
The following table sets forth information regarding the number of votes cast for, against or withheld, abstentions and broker non-votes, with respect to each matter presented at the meeting.
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| | | | | For | | | Against | | | Withheld | | | Abstain | | | Broker
Non-Votes | |
| | | | | | |
Proposal 1 | | Eugene I. Davis | | | 11,105,856 | | | | N/A | | | | 6,496,841 | | | | N/A | | | | 6,517,939 | |
| | | | | | |
| | Stefan Loren | | | 17,350,440 | | | | N/A | | | | 252,257 | | | | N/A | | | | 6,517,939 | |
| | | | | | |
Proposal 2 | | Ratification of Grant Thornton LLP | | | 24,002,246 | | | | 90,412 | | | | N/A | | | | 27,978 | | | | N/A | |
In addition to Mr. Davis and Dr. Loren, the following directors continue to serve on the board of directors: Thomas A. Bologna, Nicole S. Williams, Bruce D. Dalziel and Dr. James M. Hart.
On November 9, 2010, the Board of Directors elected Mr. Davis as Chairman of the Board of Directors and appointed Mr. Davis to the following committees of the Board: Compensation Committee (together with Mr. Dalziel and Dr. Loren); and Nominating and Governance Committee (together with Dr. Hart and Ms. Williams). The Board of Directors appointed Dr. Loren to the following committees of the Board: Audit Committee (together with Mr. Dalziel and Ms. Williams); and Compensation Committee.
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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| | Orchid Cellmark Inc. |
| | |
| Date: November 12, 2010 | | By: | | /s/ William J. Thomas |
| | Name: | | William J. Thomas |
| | Title: | | Vice President and General Counsel |
