Attached files
| file | filename |
|---|---|
| EX-10.2 - CAREFUSION CORPORATION MANAGEMENT INCENTIVE PLAN - CAREFUSION Corp | dex102.htm |
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): November 3, 2010
CareFusion Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | ||||
| (State or Other Jurisdiction of Incorporation) | ||||
| 001-34273 | 26-4123274 | |||
| (Commission File Number) | (IRS Employer Identification Number) | |||
3750 Torrey View Court, San Diego, California 92130
(Address of Principal Executive Offices, Including Zip Code)
(858) 617-2000
(Registrant’s Telephone Number, Including Area Code)
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 Vote of Security Holders |
CareFusion Corporation (the “Company”) held its annual meeting of stockholders on November 3, 2010. The following is a summary of the matters voted on at the meeting.
| (1) | The stockholders elected three Class I directors to hold office until the 2013 annual meeting of stockholders. The voting results were as follows: |
| Director |
For |
Against |
Abstain |
Broker Non-votes | ||||
| David L. Schlotterbeck |
184,572,030 | 5,216,870 | 186,505 | 14,005,178 | ||||
| J. Michael Losh |
169,818,106 | 19,952,343 | 204,956 | 14,005,178 | ||||
| Edward D. Miller, M.D. |
187,749,648 | 2,025,124 | 200,633 | 14,005,178 |
| (2) | The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2011. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 203,423,136 |
472,772 | 84,675 | 0 |
| (3) | The stockholders approved the CareFusion Corporation 2009 Long-Term Incentive Plan. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 177,083,485 |
12,695,812 | 196,108 | 14,005,178 |
| (4) | The stockholders approved the CareFusion Corporation Management Incentive Plan. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 177,346,449 |
12,459,304 | 169,652 | 14,005,178 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 10.1 | CareFusion Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on August 28, 2009, File No. 333-161615) | |
| 10.2 | CareFusion Corporation Management Incentive Plan* | |
| * | Filed herewith. |
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.
| CareFusion Corporation (Registrant) | ||||
| Date: November 8, 2010 | By: | /s/ JOAN STAFSLIEN | ||
| Name: | Joan Stafslien | |||
| Title: | Executive Vice President, Chief Compliance Officer, General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 10.1 | CareFusion Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on August 28, 2009, File No. 333-161615) | |
| 10.2 | CareFusion Corporation Management Incentive Plan* | |
| * | Filed herewith. |