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): June 1, 2010
GENOPTIX, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-33753 | | 33-0840570 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1811 Aston Avenue
Carlsbad, CA 92008
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (760) 268-6200
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:
| ¨ | 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. |
On June 1, 2010, Genoptix, Inc., a Delaware corporation (“Genoptix”), held its 2010 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders (i) elected Robert E. Curry, Ph.D., Geoffrey M. Parker and Andrew E. Senyei, M.D. to serve as Class III directors of Genoptix until its 2013 Annual Meeting of Stockholders and (ii) ratified the selection by the Audit Committee of the Board of Directors (the “Audit Committee”) of Ernst & Young LLP as independent auditors of Genoptix for the fiscal year ending December 31, 2010.
Genoptix had 17,473,670 shares of common stock outstanding and entitled to vote as of the close of business on April 8, 2010, the record date for the Annual Meeting. At the Annual Meeting, 15,873,752 shares of common stock were present in person or represented by proxy for the two proposals indicated above. The following sets forth detailed information regarding the results of the voting at the Annual Meeting:
Proposal 1: Election of three (3) Class III directors to hold office until the 2013 Annual Meeting of Stockholders.
| | | | | | |
Director | | Votes in Favor | | Votes Withheld | | Broker Non-Votes |
Robert E. Curry, Ph.D. | | 13,405,733 | | 175,499 | | 2,292,520 |
Geoffrey M. Parker | | 13,422,152 | | 159,080 | | 2,292,520 |
Andrew E. Senyei, M.D. | | 12,705,066 | | 876,166 | | 2,292,520 |
Proposal 2: To ratify the selection by the Audit Committee of Ernst & Young LLP as independent auditors of Genoptix for the fiscal year ending December 31, 2010.
| | |
Votes in Favor | | 14,759,850 |
Votes Against | | 1,111,542 |
Abstentions | | 2,360 |
Broker Non-Votes | | 0 |
Effective as of the election of the Class III directors at the Annual Meeting, the Board of Directors of Genoptix restructured the Audit Committee to include Karin Eastham, Dr. Curry and Mr. Parker as members of the Audit Committee, with Ms. Eastham serving as Chair.
SIGNATURE
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, thereunto duly authorized.
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| | | | GENOPTIX, INC. |
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| Dated: June 1, 2010 | | | | By: | | /S/ CHRISTIAN V. KUHLEN, |
| | | | | | Christian V. Kuhlen, M.D., Esq. |
| | | | | | Vice President, General Counsel |
