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) May 12, 2010
QUIDEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 0-10961 | | 94-2573850 |
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| (State or Other Jurisdiction | | (Commission File | | (IRS Employer |
| of Incorporation) | | Number) | | Identification No.) |
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| 10165 McKellar Court, San Diego, California | | 92121 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
(858) 552-1100
(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 (seeGeneral Instruction A.2. below):
| | 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)) |
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| ITEM 5.02 | | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(e) On May 12, 2010, Quidel Corporation (the “Company”) held its 2010 Annual Meeting of Stockholders, at which the Company’s stockholders approved the adoption of the Quidel Corporation 2010 Equity Incentive Plan. The Board of Directors of the Company previously approved the adoption of the plan, subject to the approval of the Company’s stockholders.
The material features of the 2010 Equity Incentive Plan are described in the Company’s definitive Proxy Statement for the Annual Meeting of Stockholders and is filed herewith as Exhibit 99.1 and incorporated herein by reference. This description of the 2010 Equity Incentive Plan is qualified in its entirety by reference to the full text of the plan filed herewith as Exhibit 10.1 and incorporated herein by reference.
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| ITEM 5.07 | | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 12, 2010, the Company held its Annual Meeting of Stockholders at 8:30 am local time at the San Diego Marriott Del Mar, 11966 El Camino Real, San Diego, California. The following matters were voted upon at the meeting:
Proposal No. 1
The Company’s stockholders elected seven individuals to the Board of Directors as set forth below:
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| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Thomas D. Brown | | | 16,156,515 | | | | 7,731,532 | | | | 2,918,815 | |
| Douglas C. Bryant | | | 23,511,633 | | | | 376,414 | | | | 2,918,815 | |
| Kenneth F. Buechler | | | 23,702,845 | | | | 185,202 | | | | 2,918,815 | |
| Rod F. Dammeyer | | | 23,706,214 | | | | 181,833 | | | | 2,918,815 | |
| Mark Lake Polan | | | 15,969,838 | | | | 7,918,209 | | | | 2,918,815 | |
| Mark A Pulido | | | 23,705,245 | | | | 182,802 | | | | 2,918,815 | |
| Jack W. Schuler | | | 16,154,483 | | | | 7,733,564 | | | | 2,918,815 | |
Proposal No. 2
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year.
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 26,479,719 | | | 319,875 | | | | 7,268 | | | | 0 | |
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Proposal No. 3
The Company’s stockholders approved the adoption of the Quidel Corporation 2010 Equity Incentive Plan.
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 15,181,221 | | | 8,667,285 | | | | 39,541 | | | | 2,918,815 | |
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| ITEM 9.01 | | FINANCIAL STATEMENTS AND EXHIBITS |
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| Exhibit 10.1 | | 2010 Equity Incentive Plan (incorporated by reference to Appendix A of the Company’s 2010 Definitive Proxy Statement filed on April 2, 2010). |
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| Exhibit 99.1 | | Summary of the 2010 Equity Incentive Plan. |
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.
Dated: May 13, 2010
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| | QUIDEL CORPORATION
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| | By: | /s/ Robert J. Bujarski | |
| | | Robert J. Bujarski | |
| | | Senior Vice President, General Counsel and Corporate Secretary | |
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