UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 5, 2013
Date of Report (date of earliest event reported)
SOLTA MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33123 | 68-0373593 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
25881 Industrial Boulevard, Hayward, California 94545
(Address of principal executive offices)
(510) 782-2286
(Registrant’s telephone number, including area code)
N/A
(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. |
Solta Medical, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (“Annual Meeting”) on June 5, 2013, to vote on the following proposals:
| 1. | Election of two Class I directors, Stephen J. Fanning and Harold L. Covert, to serve a three year term which will expire at the 2016 Annual Meeting of Stockholders or until such time as their respective successors have been duly elected and qualified. All directors were elected in accordance with the votes below: |
| Nominees |
Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||||||
| Stephen J. Fanning |
32,730,680 | 19,625,691 | 7,829,020 | 10,540,888 | ||||||||||||
| Harold L. Covert |
36,415,906 | 15,933,009 | 7,836,476 | 10,540,888 | ||||||||||||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013. Deloitte & Touche LLP was ratified as our independent registered public accounting firm for the fiscal year ending December 31, 2013 in accordance with the votes below: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
| 63,284,625 | 7,297,312 | 144,342 | 0 |
| 3. | Advisory Vote on executive compensation. The shareholders voted to approve the compensation of our named officers in accordance with the votes below: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
| 35,444,445 | 17,356,982 | 7,730,109 | 10,194,743 |
| 4. | Amendment of our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares and to authorize our Board of Directors to file such amendment. It was not approved in accordance with the votes below: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
| 31,511,385 | 39,100,516 | 114,378 | 0 |
| 5. | Amendment of our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock pursuant to which any whole number of outstanding shares between and including three (3) and six (6) would be combined into one share of our common stock and our authorized common stock would be decreased proportionately, and to authorize our Board of Directors to select and file one such amendment. The shareholders voted to approve the amendment in accordance with the votes below: |
| Shares For |
Shares Against |
Shares Abstaining |
Broker Non-Votes | |||
| 45,583,126 |
17,854,628 | 7,288,525 | 0 |
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.
| SOLTA MEDICAL, INC. | ||||||
| Date: June 7, 2013 | By: | /s/ John F. Glenn | ||||
| John F. Glenn | ||||||
| Chief Financial Officer | ||||||