SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2014
Natus Medical Incorporated(Exact name of registrant as specified in its charter)
| Delaware | | 000-33001 | | 77-0154833 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1501 Industrial Road, San Carlos, California 94070
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 802-0400
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 (see General Instruction 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)) |
| ITEM 5.07. | Submission of Matters to a Vote of Security Holders |
On June 6, 2014, Natus Medical Incorporated (the “Company”) held its annual meeting of stockholders. At this meeting, Kenneth E. Ludlum was re-elected to serve on the Board of Directors for a three-year term until 2017. Additionally, shareholders ratified the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, approved an amendment to the Company’s 2011 Stock Plan, and provided advisory approval of the Company’s named executive officer compensation.
Proposal 1: Election of Directors
| | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes |
| Kenneth E. Ludlum | 24,649,464 | | 1,034,898 | | 52,400 | | 3,276,491 |
| |
| Proposal 2: Ratification of KPMG as Auditors |
| | For | | Against | | Abstain | | |
| | 28,054,756 | | 176,270 | | 782,227 | | |
| | | | | | | | |
| | | | | | | | |
| Proposal 3: Approval of Amendment to Company’s 2011 Stock Plan |
| |
| | For | | Against | | Abstain | | Broker Non-Votes |
| | 20,879,010 | | 4,789,344 | | 68,408 | | 3,276,491 |
| | | | | | | | |
| Proposal 4: Advisory Approval of the Company’s Executive Compensation |
| | For | | Against | | Abstain | | Broker Non-Votes |
| | 23,936,249 | | 1,703,527 | | 96,986 | | 3,276,491 |
| | | | | | | | |
No other matters were considered or voted upon at the meeting.
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.
| | | | | | | |
| | | | | | | NATUS MEDICAL INCORPORATED |
| | | | |
| Date: June 11, 2014 | | | | By: | | |
| | | | | | | Jonathan A. Kennedy |
| | | | | | | Senior Vice President Finance & Chief Financial Officer |
