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): May 12, 2011
Cynosure, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-51623 | 04-3125110 | ||
(State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
5 Carlisle Road, Westford, MA | 01886 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (978) 256-4200
(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 |
Cynosure, Inc. (the Company) held its 2011 Annual Meeting of Stockholders on May 12, 2011. At the 2011 Annual Meeting, the Companys stockholders elected all of the director nominees, approved of an advisory vote on the compensation of named executive officers, approved of an advisory vote on a one-year frequency before the next advisory vote on compensation of named executive officers, and ratified the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for 2011.
Holders of the Companys class A and class B common stock, voting together as a single class, elected Michael Davin to serve as the Companys class III classified director until the Companys 2014 annual meeting of stockholders and until his successor is elected and qualified. Holders of the Companys class B common stock, voting as a separate class, elected Ettore V. Biagioni, Andrea Cangioli, and Leonardo Masotti to serve as the Companys class B directors until the Companys 2012 annual meeting and until their successors are elected and qualified.
The matters acted upon at the 2011 Annual Meeting, and the voting tabulation for each matter, are as follows:
Proposal 1: |
The election of one class III classified director for the next three years (voted on by holders of class A common stock and class B common stock, voting together as a single class): | |||||||||
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||
Michael Davin |
7,144,678 | 1,869,168 | 1,983,356 | |||||||
Proposal 2: | The election of three class B directors for the next year (voted on by the holders of class B common stock, voting as a separate class): | |||||||||
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||
Ettore V. Biagioni |
2,938,628 | 0 | 0 | |||||||
Andrea Cangioli |
2,938,628 | 0 | 0 | |||||||
Leonardo Masotti |
2,938,628 | 0 | 0 | |||||||
Proposal 3: | The non-binding approval of the compensation of the Companys named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Companys proxy statement.
The shareholders approved, on an advisory basis, the compensation of the Companys named executive officers. The voting results were as follows (voted on by holders of class A common stock and class B common stock, voting together as a single class): |
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
6,218,956 |
2,685,162 | 109,728 | 1,983,356 |
Proposal 4: | The non-binding determination of the frequency of the vote on the Companys executive compensation program. | |
The voting results were as follows (voted on by holders of class A common stock and class B common stock, voting together as a single class): |
1 Year |
2 Years |
3 Years |
Votes Abstaining |
Broker Non-Votes | ||||
8,551,475 | 3,904 | 348,252 | 110,215 | 1,983,356 |
The shareholders approved, on an advisory basis, the option to hold a vote on executive compensation every year. Based on these results and consistent with a majority of the votes cast with respect to this matter, the Companys board of directors has adopted a policy to hold an annual advisory vote on the Companys executive compensation program. | ||
Proposal 5: | Ratification of the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2011 (voted on by holders of class A common stock and class B common stock, voting together as a single class): |
Votes For |
Votes Against |
Abstain | ||
10,967,495 | 17,449 | 12,258 |
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.
CYNOSURE, INC. | ||||
Date: May 12, 2011 | By: | /s/ Timothy W. Baker | ||
Timothy W. Baker Executive Vice President and Chief Financial Officer |