UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 27, 2011
ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
| Minnesota | 0-18933 | 41-1613227 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One Rochester Medical Drive, Stewartville, MN | 55976 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:(507) 533-9600
| Not Applicable |
| (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))
1
On February 2, 2011, we filed a Current Report on Form 8-K (the “Original Filing”) to report on Item 5.07 that on January 27, 2011 the Company’s shareholders voted on certain matters presented at the Company’s Annual Meeting. This Amendment No. 1 to Form 8-K amends the Original Filing to provide information that was undetermined at the time of the Original Filing regarding the Board’s determination as to the frequency of future advisory votes on executive compensation.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) – (b). On January 27, 2011, Rochester Medical Corporation (the “Company”) held its 2011 Annual Meeting of Shareholders. There were 12,175,752 shares of common stock entitled to vote at the meeting; 10,298,413 shares were represented at the meeting in person or by proxy. The Company’s shareholders voted on the following matters:
| 1. | The election of five directors to serve until the next Annual Meeting of Shareholders; |
| 2. | The ratification of the selection of Grant Thornton LLP as our independent auditor for the fiscal year ending September 30, 2011; |
| 3. | An advisory vote on a non-binding resolution to approve the compensation of our executives disclosed in this proxy statement; and |
| 4. | An advisory vote on a non-binding resolution to determine the frequency (whether annual, biennial or triennial) with which shareholders of the company shall be entitled to have an advisory vote on executive compensation. |
The results of the shareholder votes are set forth below:
Board of Directors.
| Nominees | For | Withheld | Broker Non-Votes | |||||||||
| Darnell L. Boehm | 5,398,778 | 177,262 | 4,722,373 | |||||||||
| Anthony J. Conway | 5,320,562 | 255,478 | 4,722,373 | |||||||||
| David A. Jonas | 5,256,721 | 319,319 | 4,722,373 | |||||||||
| Roger W. Schnobrich | 5,397,148 | 178,892 | 4,722,373 | |||||||||
| Benson Smith | 5,371,205 | 204,835 | 4,722,373 | |||||||||
Independent Auditor.
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 10,250,850 | 26,485 | 21,078 | 0 | |||||||||
Approval, on an Advisory Basis, of Executive Compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,425,745 | 166,862 | 983,433 | 4,722,373 | |||||||||
Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||
| 2,076,629 | 1,947,389 | 564,706 | 987,316 | 4,722,373 | ||||||||||||
(d) In light of the voting results with respect to the frequency of shareholder votes on executive compensation, on May 4, 2011, the Board of Directors adopted a resolution providing that an advisory vote on executive compensation would be held annually until the next required vote on the frequency of such votes. The Company is required to hold votes on frequency every six years.
2
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.
Date: May 5, 2011
ROCHESTER MEDICAL CORPORATION
By:/s/ David A. Jonas
David A. Jonas
Chief Financial Officer
3