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) January 3, 2018
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-31337 | | 22-1760285 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Identification Number) |
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| 150 Clove Road, Little Falls, New Jersey | | 07424 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (973) 890-7220
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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.
At the 2017 Annual Meeting, held on January 3, 2018, five proposals were voted on by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed on November 28, 2017 (the “Proxy Statement”) in connection with the 2017 Annual Meeting and summarized below.
A final voting report was produced by Broadridge Financial Solutions, Inc., the independent inspector of election for the 2017 Annual Meeting, certifying the following results on the five proposals:
Proposal 1 The stockholders elected all ten director nominees to serve as members of the Company’s board of directors until the Company’s 2018 Annual Meeting of Stockholders.
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| Name | | For | | Withheld | | Abstain | | Broker Non-Votes |
| Alan R. Batkin | | 36,775,973 | | 744,667 | | 7,468 | | 2,244,375 |
| Ann E. Berman | | 37,321,222 | | 199,726 | | 7,160 | | 2,244,375 |
| Charles M. Diker | | 36,841,392 | | 671,682 | | 15,034 | | 2,244,375 |
| Mark N. Diker | | 37,026,153 | | 493,746 | | 8,209 | | 2,244,375 |
| Anthony B. Evnin | | 37,151,885 | | 261,417 | | 114,806 | | 2,244,375 |
| Laura L. Forese | | 37,312,092 | | 209,227 | | 6,789 | | 2,244,375 |
| George L. Fotiades | | 37,304,318 | | 216,105 | | 7,685 | | 2,244,375 |
| Jorgen B. Hansen | | 37,021,850 | | 490,810 | | 15,448 | | 2,244,375 |
| Ronnie Myers | | 37,208,250 | | 209,946 | | 109,912 | | 2,244,375 |
| Peter J. Pronovost | | 37,284,247 | | 192,420 | | 51,441 | | 2,244,375 |
Proposal 2 The stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 36,679,402 | | 832,016 | | 16,690 | | 2,244,375 |
Proposal 3 The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.
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| One Year | | Two Years | | Three Years | | Abstain | | Broker Non-Votes |
| 31,846,902 | | 32,001 | | 5,630,874 | | 18,331 | | 2,244,375 |
Proposal 4 The stockholders approved the amendment of the Company's By-Laws to designate the Delaware Court of Chancery as the exclusive forum for certain legal actions.
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| For | | Against | | Abstain | | Broker Non-Votes |
| 22,510,534 | | 15,002,903 | | 14,671 | | 2,244,375 |
Proposal 5 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending July 31, 2018.
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| For | | Against | | Abstain |
| 39,496,965 | | 268,737 | | 6,781 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Cantel Medical Corp. By-Laws, as amended on January 3, 2018. 3.2 Cantel Medical Corp. By-Laws, as amended on January 3, 2018, marked to show the new amendments.
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 thereunto duly authorized.
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| | CANTEL MEDICAL CORP. |
| | (Registrant) |
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| | By: | /s/ Jorgen B. Hansen |
| | | Jorgen B. Hansen |
| | | President and Chief Executive Officer |
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| Date: January 9, 2018 | | |
