UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 29, 2014

 

 

HANSEN MEDICAL, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-33151   14-1850535

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

800 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 404-5800

 

 

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.

On April 29, 2014, the following proposals were submitted to the stockholders of Hansen Medical, Inc. (the “Company”) at its 2014 annual meeting of stockholders.

 

  1. To elect two Class II directors to hold office until the 2017 annual meeting of stockholders;

 

  2. To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm of the Company for its fiscal year ending December 31, 2014; and

 

  3. To cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers.

The proposals were described in detail in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2014. Of the 110,611,857 shares eligible to vote as of the March 4, 2014 record date, 88,469,486 votes, or approximately 80% of the total shares outstanding, were represented at the meeting. The following are the final vote results along with a brief description of each proposal.

Proposal 1: Election of Directors: the following nominees received the highest number of “FOR” votes and, as a result, were elected to serve as Class II directors for a term that will continue until the 2017 annual meeting of stockholders.

 

Director

   Votes For      Withheld      Broker Non-Votes  

Michael L. Eagle

     62,984,704         512,416         24,972,366   

Christopher P. Lowe

     62,977,901         519,219         24,972,366   

Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm: the stockholders of the Company ratified the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

For

   Against    Abstained    Broker Non-Votes

88,223,925

   124,865    120,696    0

Proposal 3: Advisory Vote on Executive Compensation: the stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

For

   Against    Abstained    Broker Non-Votes

62,781,362

   575,964    139,794    24,972,366


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.

 

     

HANSEN MEDICAL, INC.

(Registrant)

Date: May 1, 2014      

/s/ Peter J. Mariani

      Peter J. Mariani
      Chief Financial Officer