UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 15, 2012
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35318 | | 27-0119051 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
4698 Willow Road, Suite 100
Pleasanton, CA 94588
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (925) 474-2500
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 June 20, 2012, ZELTIQ Aesthetics, Inc. filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission reporting the voting results from its Annual Meeting of Stockholders held on June 15, 2012. The sole purpose of this Current Report on Form 8-K/A is to disclose ZELTIQ’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 |
ZELTIQ Aesthetics, Inc. held its Annual Meeting of Stockholders on June 15, 2012. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the final tally of the number of votes cast for or withheld for the one director, and for or against each other matter (or in the case of proposal 3, the votes for one year, two years and three years), and the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is set forth in ZELTIQ’s definitive proxy statement filed with the Securities and Exchange Commission on May 10, 2012.
1. ZELTIQ’s stockholders elected the one director proposed by ZELTIQ for re-election, to serve until ZELTIQ’s 2013 Annual Meeting of Stockholders or until her successor has been elected and qualified. The tabulation of votes on this matter was as follows:
| | | | | | | | |
Nominee | | Shares
Voted For | | | Shares
Withheld | |
Jean George | | | 29,354,175 | | | | 314,334 | |
There were 2,323,137 broker non-votes for this proposal.
2. ZELTIQ’s stockholders approved, on an advisory basis, a resolution approving the compensation of ZELTIQ’s named executive officers, as disclosed in ZELTIQ’s proxy statement. The tabulation of votes on this matter was as follows:
| | | | |
Shares voted for: | | | 29,299,939 | |
Shares voted against: | | | 254,116 | |
Shares abstaining: | | | 114,454 | |
Broker non-votes | | | 2,323,137 | |
3. ZELTIQ’s stockholders approved, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of ZELTIQ’s named executive officers, ofthree years. The tabulation of votes on this matter was as follows:
| | | | |
Shares voted forone year: | | | 4,168,978 | |
Shares voted fortwo years: | | | 4,288,481 | |
Shares voted forthree years: | | | 21,105,887 | |
Shares abstaining: | | | 105,163 | |
Broker non-votes | | | 2,323,137 | |
4. ZELTIQ’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of ZELTIQ for its fiscal year ending December 31, 2012. The tabulation of votes on this matter was as follows:
| | | | |
Shares voted for: | | | 31,649,711 | |
Shares voted against: | | | 327,809 | |
Shares abstaining: | | | 14,126 | |
Broker non-votes | | | 0 | |
5. ZELTIQ’s stockholders approved the 2012 Stock Plan. The tabulation of votes on this matter was as follows:
| | | | |
Shares voted for: | | | 28,238,917 | |
Shares voted against: | | | 1,406,200 | |
Shares abstaining: | | | 23,392 | |
Broker non-votes: | | | 2,323,137 | |
ZELTIQ has determined, in light of and consistent with the vote of the ZELTIQ stockholders as to the preferred frequency of stockholder advisory votes on the compensation of ZELTIQ’s named executive officers, to include a stockholder advisory vote on the compensation of ZELTIQ’s named executive officers in its annual meeting proxy materials once every three years until the next advisory vote on the frequency of stockholder votes on the compensation of ZELTIQ’s named executive officers.
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 hereunto duly authorized.
| | | | |
| | | ZELTIQ AESTHETICS, INC. |
| | |
| Dated: September 14, 2012 | | By: | | /s/ Sergio Garcia |
| | | | Sergio Garcia |
| | | | Senior Vice President, General Counsel & Secretary |
