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 5, 2012
MAKO Surgical Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33966 | 20-1901148 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2555 Davie Road
Fort Lauderdale, Florida 33317
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (954) 927-2044
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.
The 2012 annual meeting of stockholders of MAKO Surgical Corp. (the “Company”) was held on June 5, 2012 at the Company’s headquarters in Fort Lauderdale, Florida. The Company submitted the four proposals listed below to a vote of stockholders, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2012. The final results of voting are as follows:
Proposal 1 – Election of three Class II directors, each to serve until the 2015 annual meeting of stockholders and until his successor is duly elected and qualified:
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTE |
| Charles W. Federico | 22,368,301 | 1,006,970 | 12,816,781 |
| Maurice R. Ferré, M.D. | 23,004,324 | 370,947 | 12,816,781 |
| Frederic H. Moll, M.D. | 23,214,194 | 161,077 | 12,816,781 |
Each of the nominees recommended in Proposal 1 was elected. The Company’s other directors who were in office prior to the 2012 annual meeting of stockholders and with terms of office that continue after the meeting are S. Morry Blumenfeld, Ph.D.,Christopher C. Dewey, John G. Freund, M.D., Richard R. Pettingill, William D. Pruitt, and John J. Savarese, M.D.
Proposal 2 – Approval by non-binding advisory vote of the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 22,716,976 | 304,896 | 353,399 | 12,816,781 |
Proposal 2 was approved.
Proposal 3 –Approval of the material terms of the performance goals under the Company’s 2008 Omnibus Incentive Plan, in accordance with section 162(m) of the Internal Revenue Code:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 15,104,843 | 8,169,006 | 101,422 | 12,816,781 |
Proposal 3 was approved.
Proposal 4 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012:
| FOR | AGAINST | ABSTAIN | |
| 35,917,127 | 137,483 | 137,442 |
Proposal 4 was approved.
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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.
| MAKO Surgical Corp. | ||
| Date: June 11, 2012 | By | /s/ Menashe R. Frank |
| Menashe R. Frank, Senior Vice President, General Counsel, and Secretary | ||
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