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): February 9, 2012
ZOLL MEDICAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 000-20225 | 04-2711626 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 269 Mill Road, Chelmsford, MA 01824 | ||||
| (Address of Principal Executive Offices) (Zip Code) | ||||
(978) 421-9655
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Shareholders (the “Annual Meeting”) of ZOLL Medical Corporation (the “Company”) held on February 9, 2012, the Company’s shareholders voted on (1) the election of Richard A. Packer and Robert J. Halliday as Class II Directors, nominated by the Board of Directors, to serve until the 2015 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, (2) a non-binding, advisory resolution on executive compensation and (3) the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.
The votes cast by the holders of the Company’s common stock on each of the foregoing proposals were as follows:
Proposal 1: Election of the following two Class II Directors, nominated by the Board of Directors, to serve until the 2015 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified.
| For | Withheld | Broker Non-Votes |
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| Richard A. Packer |
18,337,725 | 829,821 | 1,889,311 | |||||||||
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| Robert J. Halliday |
6,055,814 | 13,111,732 | 1,889,311 | |||||||||
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Based on the votes above, Messrs. Packer and Halliday were elected as Class II Directors by the Company’s shareholders.
Proposal 2: Non-binding, advisory resolution on executive compensation.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 18,224,573 |
926,460 | 16,513 | 1,889,311 | |||
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Based on the votes above, the proposal to approve a non-binding, advisory resolution on executive compensation was approved by the Company’s shareholders.
Proposal 3: Ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,032,193 |
11,655 | 13,009 | 0 | |||
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Based on the votes above, the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012 was ratified by the Company’s shareholders.
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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.
| ZOLL MEDICAL CORPORATION | ||||
| Date: February 10, 2012 | By: | /s/ Aaron M. Grossman | ||
| Aaron M. Grossman | ||||
| Vice President and General Counsel | ||||
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