Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - InspireMD, Inc. | v330925_ex10-1.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): December 21, 2012
InspireMD, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
000-54335 |
26-2123838 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
|
4 Menorat Hamaor St. Tel Aviv, Israel |
67448 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 972-3-691-7691
| (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 3.03 Material Modifications to Rights of Securities Holders.
On December 21, 2012, InspireMD, Inc. (the “Company”) held its annual meeting of stockholders. The following five proposals were submitted to the stockholders at the Meeting:
| (1) | Election of two Class 1 directors to serve on the Company’s board of directors for a term of three years or until their successors are elected and qualified, for which the following are nominees: Sol J. Barer, Ph.D. and Paul Stuka. |
| (2) | A proposal to amend the InspireMD, Inc. 2011 UMBRELLA Option Plan (the “UMBRELLA Plan”) to increase the total number of shares of common stock authorized for issuance under such plan by 5,000,000 shares and to permit the awarding of “incentive stock options” pursuant to the U.S. portion of the plan. |
| (3) | An advisory vote on executive compensation as disclosed in the proxy materials. |
| (4) | An advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years. |
| (5) | Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. |
For more information about the foregoing proposals, see the Company’s definitive proxy statement dated November 9, 2012. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
| 1. | Election of two Class 1 directors to serve on the Company’s board of directors for a term of three years or until their successors are elected and qualified. |
| Director | For | Withheld | Broker Non-Votes | |||
| Sol J. Barer, Ph.D. | 40,138,390 | 308,858 | 10,442,296 | |||
| Paul Stuka | 40,194,107 | 253,141 | 10,442,296 |
| 2. | Approval of the amendment to the UMBRELLA Plan. |
| For | Against | Abstain | Broker Non-Votes | |||
| 38,432,711 | 2,002, 872 | 11,665 | 10,442,296 |
| 3. | Advisory vote on executive compensation. |
| For | Against | Abstain | Broker Non-Votes | |||
| 39,972,961 | 462,622 | 11,665 | 10,442,296 |
| 4. | Advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years. |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 17,820,391 | 2,095,392 | 20,519,800 | 11,665 | 10,442,296 |
| 5. | Ratification of the appointment of Kesselman & Kesselman, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. |
| For | Against | Abstain | ||
| 50,885,738 | 2,000 | 1,806 |
In light of the outcome of the advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years, the Company intends to hold such an advisory vote every three years.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 |
Second Amendment to the InspireMD, Inc. Amended and Restated 2011 UMBRELLA Option Plan
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| inspiremd, inc. | ||
| By: | /s/ Craig Shore | |
| Name: Craig Shore Title: Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.1 |
Second Amendment to the InspireMD, Inc. Amended and Restated 2011 UMBRELLA Option Plan
|