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EX-99.1 - AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN - ANALOGIC CORP | d288434dex991.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): January 23, 2012
Analogic Corporation
(Exact name of registrant as specified in its charter)
Massachusetts | 0-6715 | 04-2454372 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
8 Centennial Drive, Peabody, Massachusetts |
01960 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 978-326-4000
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:
¨ | 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 5.02: Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2012, Registrant held its 2012 Annual Meeting of Stockholders (the Annual Meeting), at which a quorum was present in person or by proxy. At the Annual Meeting, our stockholders approved our Amended and Restated 2009 Stock Incentive Plan (the 2009 Plan), which, among other things: (i) increases the number of shares of common stock reserved for issuance from 1,600,000 to 2,200,000, (ii) makes directors eligible to participate in the 2009 Plan and (iii) adds provisions related to compliance with Section 409A of the Internal Revenue Code of 1986, as amended. The 2009 Plan had previously been adopted by our Board of Directors.
A summary of the 2009 Plans terms, including a discussion of awards to our executive officers under the 2009 Plan, was provided in the definitive proxy statement filed by us with the Securities and Exchange Commission on November 25, 2011 under the heading Proposal 5 Proposal to Approve the Amended and Restated Analogic 2009 Stock Incentive Plan and is incorporated herein by reference. A copy of the 2009 Plan is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07: Submission of Matters to a Vote of Security Holders
The following is a brief description and vote count of all items voted on at the Annual Meeting:
Proposal 1 Election of Directors. Our stockholders elected nine directors for a one-year term, to hold office until our 2013 Annual Meeting, and until their respective successors have been duly elected and qualified:
Nominee |
For | Against | Abstain | Broker Non- Votes |
||||||||||||
Bernard C. Bailey |
10,850,828 | 98,129 | 9,428 | 569,187 | ||||||||||||
Jeffrey P. Black |
10,673,655 | 275,584 | 9,146 | 569,187 | ||||||||||||
James W. Green |
10,865,790 | 89,766 | 2,829 | 569,187 | ||||||||||||
James J. Judge |
10,886,608 | 68,300 | 3,477 | 569,187 | ||||||||||||
Kevin C. Melia |
10,556,218 | 398,673 | 3,494 | 569,187 | ||||||||||||
Michael T. Modic |
10,825,104 | 129,822 | 3,459 | 569,187 | ||||||||||||
Fred B. Parks |
10,672,767 | 282,364 | 3,254 | 569,187 | ||||||||||||
Sophie V. Vandebroek |
10,889,121 | 65,720 | 3,544 | 569,187 | ||||||||||||
Edward F. Voboril |
9,325,572 | 1,629,559 | 3,254 | 569,187 |
Proposal 2 Ratification of Auditors. Our shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2012.
For | Against | Abstain | Broker
Non- Votes |
|||||||||||
11,341,751 | 170,133 | 15,688 | 0 |
Proposal 3 Advisory Vote on Executive Compensation. Our stockholders approved, on a non-binding, advisory basis, the compensation of the Registrants named executive officers.
For | Against | Abstain | Broker Non- Votes |
|||||||||||
10,203,024 | 415,579 | 339,782 | 569,187 |
Proposal 4 Frequency of Future Executive Compensation Advisory Votes. Our stockholders voted, on a non-binding, advisory basis, for Analogic to hold advisory votes on its executive compensation on an annual basis.
One Year | Two Years | Three Years | Abstain | Broker Non- Votes |
||||||||||||||
9,556,902 | 11,784 | 1,048,964 | 340,735 | 569,187 |
Our Board of Directors determined that we will hold future advisory votes on named executive officer compensation with a frequency of every one year.
Proposal 5 2009 Stock Incentive Plan. Our stockholders approved the amendment and restatement of our 2009 Stock Incentive Plan.
For | Against | Abstain | Broker Non- Votes |
|||||||||||
9,723,329 | 892,112 | 342,944 | 569,187 |
Proposal 6 Non-Employee Director Stock Plan. Our stockholders approved the amendment and restatement of our Non-Employee Director Stock Plan.
For | Against | Abstain | Broker Non- Votes |
|||||||||||
10,516,532 | 97,603 | 344,250 | 569,187 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit |
Description | |
99.1 | Amended and Restated 2009 Stock Incentive Plan |
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.
Analogic Corporation | ||||||
January 27, 2012 | By: | /s/ John J. Fry | ||||
Name: John J. Fry | ||||||
Title: Senior Vice President, General Counsel, and Secretary |