Form 8-K

 

 

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

February 16, 2016

Date of report (Date of earliest event reported)

 

 

SurModics, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Minnesota   0-23837   41-1356149

(State

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9924 West 74th Street

Eden Prairie, Minnesota

  55344
(Address of Principal Executive Offices)   (Zip Code)

(952) 500-7000

(Registrant’s Telephone Number, Including Area Code)

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):

 

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2016, the Organization and Compensation Committee (the “Committee”) of the Board of Directors of SurModics, Inc. (the “Company”) approved amendments to the form of restricted stock unit award agreement allowing for grants of such awards to the Company’s employees under the Company’s 2009 Equity Incentive Plan. A copy of the form of agreement reflecting these amendments is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 17, 2016, the Company held its 2016 Annual Meeting of Shareholders. The final voting results of the proposals which were described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on January 8, 2016, are set forth below.

1. Election of Directors. Each of the individuals nominated by the Company’s Board of Directors to serve as Class II directors was duly elected by the Company’s shareholders, and the final results of the votes cast are as follows:

 

     For      Withheld      Broker Non-Votes  

Ronald B. Kalich

     10,085,911         82,406         1,350,660   

Shawn T McCormick

     10,093,929         74,388         1,350,660   

2. Set the Number of Directors. The Company’s shareholders approved the proposal to set the number of directors at six (6) by the following vote:

 

For

   Against      Abstain      Broker Non-Votes  

11,233,058

     241,589         44,330         —     

3. Ratification of the Appointment of Deloitte & Touche LLP. The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016 by the following vote:

 

For

   Against      Abstain      Broker Non-Votes  

11,311,881

     199,365         7,731         —     

4. Advisory Vote on Executive Compensation. The Company’s shareholders approved the compensation of the Company’s named executive officers, on an advisory basis, by the following vote:

 

For

   Against      Abstain      Broker Non-Votes  

9,869,944

     279,881         18,492         1,350,660   


5. Amendment to the 2009 Equity Incentive Plan. The Company’s shareholders approved an amendment to the Company’s 2009 Equity Incentive Plan by the following vote:

 

For

   Against      Abstain      Broker Non-Votes  

8,182,907

     1,966,547         18,863         1,350,660   

6. Amendment to the 1999 Employee Stock Purchase Plan. The Company’s shareholders approved an amendment to the Company’s 2009 Equity Incentive Plan by the following vote:

 

For

   Against      Abstain      Broker Non-Votes  

10,090,824

     12,639         64,854         1,350,660   

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

10.1    Form of Restricted Stock Unit Award Agreement (Employee) for the SurModics, Inc. 2009 Equity Incentive Plan.


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.

 

    SURMODICS, INC.
Date: February 22, 2016    

/s/  Bryan K. Phillips

    Bryan K. Phillips
    Sr. Vice President, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Form of Restricted Stock Unit Award Agreement (Employee) for the SurModics, Inc. 2009 Equity Incentive Plan.