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 9, 2012
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) | |||
Registrant’s 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 2012 Annual Meeting of Stockholders on May 9, 2012. At the 2012 Annual Meeting, the Company’s stockholders elected all of the director nominees, approved of an advisory vote on the compensation of named executive officers, and ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012.
Holders of the Company’s class A and class B common stock, voting together as a single class, elected Thomas H. Robinson to serve as the Company’s class I classified director until the Company’s 2015 annual meeting of stockholders and until his successor is elected and qualified. Holders of the Company’s class B common stock, voting as a separate class, elected Brian M. Barefoot, Ettore V. Biagioni, Andrea Cangioli, and Leonardo Masotti to serve as the Company’s class B directors until the Company’s 2013 annual meeting and until their successors are elected and qualified.
The matters acted upon at the 2012 Annual Meeting, and the voting tabulation for each matter, are as follows:
| Proposal 1: | The election of one class I 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 |
|||||||||
| Thomas H. Robinson |
7,889,822 | 2,194,753 | 1,378,375 | |||||||||
| Proposal 2: | The election of four 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 |
|||||||||
| Brian M. Barefoot |
2,938,628 | 0 | 0 | |||||||||
| 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 Company’s named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosure in the Company’s proxy statement. | |
| The shareholders approved, on an advisory basis, the compensation of the Company’s 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 | |||
| 7,293,618 |
2,182,468 | 608,489 | 1,378,375 |
| Proposal 4: | Ratification of the selection of Ernst & Young LLP as Cynosure’s independent registered public accounting firm for the year ending December 31, 2012 (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 | ||
| 11,422,264 |
29,934 | 10,752 |
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 9, 2012 | By: | /s/ Timothy W. Baker | ||||
| Timothy W. Baker Executive Vice President and Chief Financial Officer | ||||||