UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA | 1-11140 | 94-3035367 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
221 Lathrop Way, Suite I | ||
Sacramento, California | 95815 | |
(Address of Principal Executive) | (Zip Code) |
(Registrant's telephone number, including area code): (916) 646-2020
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): | |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 13 and 14, 2010, Messrs. William Greer and Eric Maurincomme, respectively, directors at the time, advised Ophthalmic Imaging Systems (the “Company”) that they did not want to stand for re-election at the Company’s next Annual Meeting of Shareholders (the “Annual Meeting”) scheduled for August 26, 2010. Messrs. Greer and Maurincomme’s decision not to stand for re-election was not due to any disagreement with the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders
On August 26, 2010, the Company held the Annual Meeting in Sacramento, California. At the Annual Meeting, the following three proposals were voted on by the Company’s shareholders. The proposals are described in detail in the proxy statement for the Annual Meeting.
1. Election of Directors. The shareholders elected the following eight director nominees to serve for a one-year term and until their successors are elected and qualified.
DIRECTOR NOMINEE | FOR | WITHHELD | ||||
Gil Allon | 24,491,067 | 36,248 | ||||
Ariel Shenhar | 24,491,267 | 36,048 | ||||
Jonathan Philips | 24,491,267 | 36,048 | ||||
Merle Symes | 24,491,267 | 36,048 | ||||
Uri Geiger | 24,387,467 | 139,848 | ||||
Menachem Inbar | 24,387,467 | 140,048 | ||||
Yigal Berman | 24,387,467 | 139,848 | ||||
Uri Ram | 24,491,267 | 36,048 |
2. Ratification of Appointment of Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Perry-Smith LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.
For | 28,210,176 | ||
Against | 117,976 | ||
Abstain | 5,682 |
3. Approval of 2010 Stock Option Plan. The shareholders approved the adoption of the Company’s 2010 Stock Option Plan.
For | 24,052,670 | ||
Against | 441,148 | ||
Abstain | 33,497 |
Item 9.01. Financial Statements and Exhibits.
.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | 2010 Stock Option Plan, incorporated by reference to Exhibit A to the Proxy Statement on Schedule 14A filed on July 26, 2010 in connection with the Company’s 2010 Annual Meeting. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 1, 2010 | OPHTHALMIC IMAGING SYSTEMS | ||
By: | /s/ Ariel Shenhar | ||
Name: Ariel Shenhar | |||
Title: Chief Financial Officer |