Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - Wright Medical Group N.V. | d561511dex31.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): June 27, 2013
TORNIER N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | 1-35065 | 98-0509600 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| Fred. Roeskestraat 123 1076 EE Amsterdam, The Netherlands |
None | |
| (Address of principal executive offices) | (Zip Code) |
(+ 31) 20 675-4002
(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 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 5.07. Submission of Matters to a Vote of Security Holders.
Tornier held its Annual General Meeting of Shareholders on June 27, 2013. Tornier’s shareholders considered seven proposals, each of which is described in more detail in Tornier’s definitive proxy statement filed with the Securities and Exchange Commission on May 17, 2013. The final results of such shareholder voting on each proposal brought before the meeting were as follows:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Proposal 1—Election of three directors, consisting of one executive director and two non-executive directors, each to serve for a term of three years |
||||||||||||||||
| Election of David H. Mowry as executive director |
39,220,255 | 250,349 | 43,316 | 3,561,091 | ||||||||||||
| Election of Kevin C. O’Boyle as non-executive director |
39,000,838 | 469,766 | 43,316 | 3,561,091 | ||||||||||||
| Election of Richard F. Wallman as non-executive director |
34,738,167 | 4,732,437 | 43,316 | 3,561,091 | ||||||||||||
| Proposal 2—Amendment of articles of association regarding conflicts of interest of directors |
39,314,778 | 105,882 | 93,260 | 3,561,091 | ||||||||||||
| Proposal 3—Ratification of the appointment of Ernst & Young LLP as Tornier’s independent registered public accounting firm for the fiscal year ending December 29, 2013 |
42,876,835 | 83,481 | 114,695 | 0 | ||||||||||||
| Proposal 4—Appointment of E&Y Accountants LLP as the auditor for Tornier’s Dutch statutory annual accounts for the fiscal year ending December 29, 2013 |
42,888,218 | 56,715 | 130,078 | 0 | ||||||||||||
| Proposal 5—Adoption of Tornier’s statutory annual accounts, as prepared in accordance with Dutch law, for the fiscal year ended December 30, 2012 |
42,740,645 | 3,262 | 331,104 | 0 | ||||||||||||
| Proposal 6—Release of the members of Tornier’s board of directors from liability with respect to the exercise of their duties during the fiscal year ended December 30, 2012 |
39,344,195 | 120,300 | 49,425 | 3,561,091 | ||||||||||||
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Proposal 7—Authorization of Tornier’s board of directors to repurchase up to repurchase up to 10% of Tornier’s issued share capital (including depositary receipts issued for shares) until December 27, 2014 on the open market, through privately negotiated transactions or in one or more self-tender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction |
38,851,196 | 607,166 | 55,558 | 3,561,091 | ||||||||||||
With respect to Proposal 1, each of Mr. Mowry, Mr. O’Boyle and Mr. Wallman was elected by Tornier’s shareholders by the required vote. Regarding Tornier’s other directors, (i) each of Alain Tornier and Elizabeth H. Weatherman continue to serve as a non-executive director for a term ending at Tornier’s 2014 Annual General Meeting of Shareholders; and (ii) each of Sean D. Carney and Richard B. Emmitt continue to serve as a non-executive director for a term ending at Tornier’s 2015 Annual General Meeting of Shareholders.
Each of Proposals 2, 3, 4, 5, 6 and 7 was approved by Tornier’s shareholders by the required vote.
Item 8.01 Other Events.
Following approval by Tornier’s shareholders at the Annual General Meeting of Shareholders of the amendment to Tornier’s articles of association regarding conflicts of interest of directors to conform to recent changes in the Dutch Civil Code, a notarial deed of amendment to Tornier’s articles of association was executed by a civil-law notary officiating in Amsterdam, the Netherlands pursuant to which the amendment to the articles of association has been effected. A copy of Tornier’s articles of association as amended is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Articles of Association of Tornier N.V., as amended (filed herewith) | |
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.
| Dated: June 28, 2013 | TORNIER N.V. | |||||
| By: /s/ Kevin M. Klemz | ||||||
| Name: Kevin M. Klemz | ||||||
| Title: Vice President, Chief Legal Officer and Secretary | ||||||
TORNIER N.V.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
| Exhibit |
Description |
Method of Filing | ||
| 3.1 | Articles of Association of Tornier N.V., as amended | Filed herewith | ||