Abiomed (ABMD) 8-K Submission of Matters to a Vote of Security Holders

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): August 7, 2019

ABIOMED, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-09585	04-2743260
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22 Cherry Hill Drive
Danvers, Massachusetts 01923

(Address of Principal Executive Offices, including Zip Code)

(978) 646-1400

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	ABMD	The NASDAQ Stock Market LLC

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 (see General Instructions A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 7, 2019, ABIOMED, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The holders of 40,856,318 shares of common stock were present or represented by proxy at the meeting. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter as reported by the inspector of elections.

Proposal One: Election of Directors

The Company’s stockholders elected each of Michael R. Minogue and Martin P. Sutter as a member of the Company’s board of directors as a Class III director to serve a three-year term expiring at the 2022 Annual Meeting of Stockholders and until his successor is duly elected and qualified (or until his earlier removal, death or resignation), with the votes cast and broker non-votes as follows:

Nominee	Votes For		Votes Withheld		Broker Non-Votes
Michael R. Minogue		33,791,919		1,333,097		0
Martin P. Sutter		31,510,183		3,614,833		0

Proposal Two: Non-Binding, Advisory Vote on Executive Compensation

The Company’s stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (as disclosed in the proxy statement filed in connection with the Annual Meeting), with the votes cast, abstentions and broker non-votes as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	18,333,903		15,575,542		1,215,571		5,731,302

Proposal Three: Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

At the Annual Meeting, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020, with the votes cast, abstentions and broker non-votes as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	40,219,111		617,744		19,463		0

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.

	ABIOMED, Inc.
	By:	/s/ Marc A. Began
		Marc A. Began Vice President, General Counsel and Secretary (Authorized Signatory)
Date: August 9, 2019