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 9, 2016 (June 7, 2016)
MRI INTERVENTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-54575 | | 58-2394628 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
5 Musick
Irvine, CA | | | | 92618
(Zip Code) |
| (Address of principal offices) | | | | |
(949) 900-6833
(Registrant’s telephone number, including area code)
(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 (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. |
The annual meeting of the stockholders of MRI Interventions, Inc. (the “Company”) was held on June 7, 2016 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals:
| (1) | The election of nine directors to serve until the 2017 annual meeting of stockholders; and |
| (2) | The ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. |
The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or broker institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
| | 1. | Election of Directors.The following named persons were elected as directors of the Company to serve until the 2017 annual meeting of stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification or removal. The votes were cast as follows: |
| | | | For | | | | Withheld | | | | Broker Non-Votes | |
| Pascal E.R. Girin | | | 35,989,230 | | | | 4,074,084 | | | | 25,308,421 | |
| Francis P. Grillo | | | 39,999,640 | | | | 63,674 | | | | 25,308,421 | |
| Kimble L. Jenkins | | | 36,027,569 | | | | 4,035,745 | | | | 25,308,421 | |
| Charles K. Koob | | | 35,988,230 | | | | 4,075,084 | | | | 25,308,421 | |
| Philip A. Pizzo | | | 35,993,230 | | | | 4,070,084 | | | | 25,308,421 | |
| Timothy T. Richards | | | 35,992,230 | | | | 4,071,084 | | | | 25,308,421 | |
| Andrew K. Rooke | | | 35,989,230 | | | | 4,074,084 | | | | 25,308,421 | |
| Maria Sainz | | | 36,026,230 | | | | 4,037,084 | | | | 25,308,421 | |
| John N. Spencer, Jr. | | | 35,953,230 | | | | 4,110,084 | | | | 25,308,421 | |
| | 2. | Ratification of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The votes were cast as follows: |
| For | | Against | | Abstain |
| 65,204,380 | | 68,469 | | 98,886 |
Item 7.01 Regulation FD Disclosure
On June 9, 2016, the Company posted two investor presentations to its website at http://ir.stockpr.com/mriinterventions/investor-presentation. Copies of the investor presentations are being furnished herewith as Exhibits 99.1 and 99.2. The Company may use the investor presentations from time-to-time in conversations with analysts, investors and others.
The information in Item 7.01 of this Form 8-K, as well as Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The information contained in Exhibits 99.1 and 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements that the Company may make from time-to-time, by press release or otherwise. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time-to-time as its management believes is warranted. Any such updating may be made through the filing or other reports or documents with the SEC, through press releases or other public disclosure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit 99.1 MRI Interventions, Inc. Investor Presentation dated June 9, 2016
Exhibit 99.2 LD Micro Invitational Investor Presentation dated June 9, 2016
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.
| | | | | | | |
| | | | | MRI INTERVENTIONS, INC. |
| | | | | |
| | | | | By: | | /s/ Harold A. Hurwitz |
| | | | | | | Harold A. Hurwitz |
| | | | | | | Chief Financial Officer |
Date: June 9, 2016
INDEX TO EXHIBITS
| | | |
Exhibit
Number | | Description |
| | | |
| Exhibit 99.1 | | MRI Interventions, Inc. Investor Presentation dated June 9, 2016 |
| Exhibit 99.2 | | LD Micro Invitational Investor Presentation dated June 9, 2016 |
