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): June 1, 2011 (May 26, 2011)
NxSTAGE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-51567 | | 04-3454702 |
(State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
incorporation or organization) | | | | |
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439 S. Union St, 5th Floor, Lawrence, MA | | 01843 |
(Address of principal executive offices) | | (Zip Code) |
(978) 687-4700
(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:
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | 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.
We held our Annual Meeting of Stockholders on May 26, 2011. For more information on the following proposals, see our definitive Proxy Statement filed with the SEC on April 28, 2011.
Our stockholders elected by a majority of the votes cast each of the eight nominees to the Board of Directors to serve until our 2012 Annual Meeting of Stockholders, as follows:
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Director | | For | | Withheld | | Non-Votes |
Jeffrey H. Burbank | | | 44,565,182 | | | | 418,622 | | | | 6,998,741 | |
Philippe O. Chambon | | | 41,996,641 | | | | 2,987,163 | | | | 6,998,741 | |
Daniel A. Giannini | | | 44,946,707 | | | | 37,097 | | | | 6,998,741 | |
Nancy J. Ham | | | 44,952,464 | | | | 31,340 | | | | 6,998,741 | |
Earl R. Lewis | | | 27,770,471 | | | | 17,213,333 | | | | 6,998,741 | |
Craig W. Moore | | | 42,407,450 | | | | 2,576,354 | | | | 6,998,741 | |
Reid S. Perper | | | 44,947,674 | | | | 36,130 | | | | 6,998,741 | |
David S. Utterberg | | | 44,563,764 | | | | 420,040 | | | | 6,998,741 | |
Our stockholders approved by a majority vote an amendment to the Company’s 2005 Stock Incentive Plan by the following vote, as follows:
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For | | | 37,139,112 | |
Against | | | 7,786,573 | |
Abstain | | | 58,119 | |
Broker Non-Votes | | | 6,998,741 | |
Our stockholders approved, on a non-binding advisory basis, our named executive officers’ compensation as disclosed in the Proxy Statement, and the voting results were as follows:
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For | | | 43,557,342 | |
Against | | | 1,392,831 | |
Abstain | | | 33,631 | |
Broker Non-Votes | | | 6,998,741 | |
Our stockholders voted, on a non-binding advisory basis, to hold future non-binding advisory votes on our named executive officers’ compensation once every year.
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For 1-Year Term | | | 40,556,228 | |
For 2-Year Term | | | 100,397 | |
For 3-Year Term | | | 4,293,986 | |
Abstain | | | 33,193 | |
Broker Non-Votes | | | 6,998,741 | |
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Our stockholders ratified the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2011 by the following vote, as follows:
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For | | | 51,496,575 | |
Against | | | 465,651 | |
Abstain | | | 20,319 | |
Broker Non-Votes | | | -0- | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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| | NxStage Medical, Inc. | | |
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Date: June 1, 2011 | | By: | | /s/ Robert S. Brown | | |
| | | | Robert S. Brown | | |
| | | | Chief Financial Officer and Senior Vice President | | |
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