UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 13, 2013
Cardica, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
| 000-51772 (Commission File Number) |
| 94-3287832 (IRS Employer Identification No.) |
900 Saginaw Drive, Redwood City, CA (Address of Principal Executive Offices) |
| 94063 (Zip Code) |
Registrant’s telephone number, including area code: (650) 364-9975
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))
Explanatory Note
On November 15, 2013, Cardica, Inc. filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission reporting, among other things, the voting results from its Annual Meeting of Stockholders held on November 13, 2013. The sole purpose of this Current Report on Form 8-K/A is amend Item 5.07 of the Original Report to disclose Cardica, Inc.’s decision regarding how frequently it will hold an advisory vote on compensation of its named executive officers, which is included at the end of Item 5.07 below. No other changes have been made to the Original Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, Cardica’s stockholders approved the six proposals listed below, which proposals are described in detail in the Proxy Statement. The final votes on the proposals presented at the Annual Meeting are as follows:
Proposal 1:
Each of Bernard A. Hausen, M.D., Ph.D., Kevin T. Larkin, Richard P. Powers, Jeffrey L. Purvin, John Simon, Ph.D. and William H. Younger, Jr. was elected as a director to hold office until the 2014 Annual Meeting of Stockholders and until his successor is elected and has qualified, or, if sooner, until the director’s death, resignation or removal, by the following vote:
| Votes | Votes | Broker | |||
Bernard A. Hausen, M.D., Ph.D. | 26,429,159 | 682,343 | 19,143,752 | |||
Kevin T. Larkin | 26,471,085 | 640,417 | 19,143,752 | |||
Richard P. Powers | 26,667,671 | 443,831 | 19,143,752 | |||
Jeffrey L. Purvin | 26,676,793 | 434,709 | 19,143,752 | |||
John Simon, Ph.D. | 26,679,618 | 431,884 | 19,143,752 | |||
William H. Younger, Jr. | 26,673,228 | 438,274 | 19,143,752 |
Proposal 2:
The proposal to amend Cardica’s Amended and Restated Certificate of Incorporation to increase Cardica’s authorized number of shares of Common Stock from 75,000,000 shares to 125,000,000 shares was approved by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
41,701,039 | 3,515,461 | 1,038,754 | 0 |
Proposal 3:
The proposal to approve, on an advisory basis, the compensation of Cardica’s named executive officers, as disclosed in the Proxy Statement, was approved by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
25,984,230 | 893,961 | 233,311 | 19,143,752 |
Proposal 4:
The proposal to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of Cardica’s named executive officers, was approved at one year by the following vote:
Votes For One Year | Votes For Two Years | Votes For Three Years | Abstentions | Broker Non-Votes | ||||
23,324,442 | 806,045 | 732,754 | 248,261 | 21,143,752 |
Proposal 5:
The proposal to ratify the selection by the audit committee of the Board of BDO USA LLP as Cardica’s independent registered public accounting firm for the fiscal year ending June 30, 2014, was ratified by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
45,378,812 | 214,389 | 662,053 | 0 |
Proposal 6:
The proposal to approve the amendment and restatement of the 2005 Plan as described in Item 5.02 above was approved by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
25,908,981 | 1,013,347 | 189,174 | 19,143,752 |
Cardica has determined, in light of and consistent with the vote of the Cardica stockholders as to the preferred frequency of stockholder advisory votes on the compensation of Cardica’s named executive officers, to include a stockholder advisory vote on the compensation of Cardica’s named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of Cardica’s named executive officers.
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.
| Cardica, Inc. (Registrant) |
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Date: February 13, 2014 | /s/ Robert Y. Newell |
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| Robert Y. Newell, Chief Financial Officer |
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