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EX-3.2 - EXHIBIT 3.2 - CANTEL MEDICAL LLCexhibit-cantelbyxlawsxmark.htm
EX-3.1 - EXHIBIT 3.1 - CANTEL MEDICAL LLCexhibit-cantelbyxlaws.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) January 3, 2018
 
CANTEL MEDICAL CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-31337
 
22-1760285
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Identification
Number)
 
150 Clove Road, Little Falls, New Jersey
 
07424
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (973) 890-7220
 
 
(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:
 
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                                    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.
 
At the 2017 Annual Meeting, held on January 3, 2018, five proposals were voted on by the Company’s stockholders.  The proposals are described in detail in the Company’s definitive proxy statement filed on November 28, 2017 (the “Proxy Statement”) in connection with the 2017 Annual Meeting and summarized below. 
 
A final voting report was produced by Broadridge Financial Solutions, Inc., the independent inspector of election for the 2017 Annual Meeting, certifying the following results on the five proposals:
 
Proposal 1               The stockholders elected all ten director nominees to serve as members of the Company’s board of directors until the Company’s 2018 Annual Meeting of Stockholders.
 
Name
 
For
 
Withheld
 
Abstain
 
Broker
Non-Votes
Alan R. Batkin
 
36,775,973
 
744,667
 
7,468
 
2,244,375
Ann E. Berman
 
37,321,222
 
199,726
 
7,160
 
2,244,375
Charles M. Diker
 
36,841,392
 
671,682
 
15,034
 
2,244,375
Mark N. Diker
 
37,026,153
 
493,746
 
8,209
 
2,244,375
Anthony B. Evnin
 
37,151,885
 
261,417
 
114,806
 
2,244,375
Laura L. Forese
 
37,312,092
 
209,227
 
6,789
 
2,244,375
George L. Fotiades
 
37,304,318
 
216,105
 
7,685
 
2,244,375
Jorgen B. Hansen
 
37,021,850
 
490,810
 
15,448
 
2,244,375
Ronnie Myers
 
37,208,250
 
209,946
 
109,912
 
2,244,375
Peter J. Pronovost
 
37,284,247
 
192,420
 
51,441
 
2,244,375

Proposal 2               The stockholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers.
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
36,679,402
 
832,016
 
16,690
 
2,244,375
 
Proposal 3               The stockholders approved, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.
 
One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker
Non-Votes
31,846,902
 
32,001
 
5,630,874
 
18,331
 
2,244,375
 
Proposal 4               The stockholders approved the amendment of the Company's By-Laws to designate the Delaware Court of Chancery as the exclusive forum for certain legal actions.
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
22,510,534
 
15,002,903
 
14,671
 
2,244,375

Proposal 5    The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending July 31, 2018.

For
 
Against
 
Abstain
39,496,965
 
268,737
 
6,781







Item 9.01  Financial Statements and Exhibits.
 
(d)         Exhibits
 
3.1                        Cantel Medical Corp. By-Laws, as amended on January 3, 2018.
3.2 Cantel Medical Corp. By-Laws, as amended on January 3, 2018, marked to show the new amendments.





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 thereunto duly authorized.
 
 
CANTEL MEDICAL CORP.
 
(Registrant)
 
 
 
 
 
 
 
By:
/s/ Jorgen B. Hansen
 
 
Jorgen B. Hansen
 
 
President and Chief Executive Officer
 
 
 
Date: January 9, 2018