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ANALOGIC CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

January 27, 2014

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 21, 2014 , Registrant held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"), at which a quorum was present in person or by proxy. At the Annual Meeting, our stockholders approved the following: (1) Amended and Restated 2009 Stock Incentive Plan (the "2009 Plan"), which, among other things: Increases the number of shares of common stock reserved for issuance from 2,200,000 to 4,453,518, such that from and after stockholder approval of the 2009 Plan, 2,475,000 shares the "Available Share Limit" will be available for future issuance. The Available Share Limit may be increased by the number of shares forfeited and/or returned to the 2009 Plan pursuant to awards granted prior to stockholder approval. Permits shares used to satisfy tax withholding obligations on full value awards to be added back to the number of shares available for the future grant of awards. Makes dividends or dividend equivalents on performance-based shares only payable at such time and to the extent the conditions for vesting have been satisfied. Prohibits the payment of dividend equivalents in respect of stock options and stock appreciation rights. Clarifies that restrictions on repricing apply to the cancellation of outstanding options or SARs with an exercise or measurement price above the then-current fair market value in exchange for a cash payment (other than in the context of a merger, consolidation, or other corporate event). Revises the list of performance measures that may be used to establish performance-based awards and the items that may be excluded to adjust such performance measures. Adds provisions related to compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Removes minimum vesting requirements for options, restricted stock awards and other stock-based awards. Limits the term of stock options and stock appreciate rights to a maximum of seven (7) years. The 2009 Plan had previously been adopted by our Board of Directors. A summary of the 2009 Plan's terms, including a discussion of awards to our executive officers under the 2009 Plan, was provided in the definitive proxy statement filed by us with the Securities and Exchange Commission on November 27, 2013 under the heading "Proposal 4 - Proposal to Approve the Amended and Restated Analogic 2009 Stock Incentive Plan" and is incorporated herein by reference. A copy of the 2009 Plan is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. (2) Amended and Restated Employee Stock Purchase Plan (the "ESPP"), which, among other things: (i) expands the employees eligible to participate in the ESPP to include "highly compensated employees" as defined in the Code and (ii) increases the maximum value of stock that each employee can purchase from $2,600 to $12,500 in each of the two payment periods per year. The ESPP had previously been adopted by our Board of Directors. A summary of the ESPP's terms was provided in the definitive proxy statement filed by us with the Securities and Exchange Commission on November 27, 2013 under the heading "Proposal 5 - Proposal to Approve the Amended and Restated Employee Stock Purchase Plan" and is incorporated herein by reference. A copy of the ESPP is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. (3) 2014 Annual Incentive Compensation Plan, which, among other things, is intended to permit the payment of awards that qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code. The 2014 Annual Incentive Compensation Plan had previously been adopted by our Board of Directors. A summary of the 2014 Annual Incentive Compensation Plan's terms was provided in the definitive proxy statement filed by us with the Securities and Exchange Commission on November 27, 2013 under the heading "Proposal 6 - Proposal To Approve the 2014 Annual Incentive Compensation Plan" and is incorporated herein by reference. A copy of the 2014 Annual Incentive Compensation Plan is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. 1 -------------------------------------------------------------------------------- Item 5.07: Submission of Matters to a Vote of Security Holders The following is a brief description and vote count of all items voted on at the Annual Meeting: Proposal 1 - Election of Directors. Our stockholders elected nine directors for a one-year term, to hold office until our 2015 Annual Meeting, and until their respective successors have been duly elected and qualified: Broker Nominee For Against Abstain Non-Votes Bernard C. Bailey 11,477,632 112,645 24,929 439,305 Jeffrey P. Black 11,351,526 238,751 24,929 439,305 James W. Green 11,479,063 110,864 25,279 439,305 James J. Judge 11,475,578 114,249 25,379 439,305 Kevin C. Melia 11,340,818 249,409 24,979 439,305 Michael T. Modic 11,152,413 437,464 25,329 439,305 Fred B. Parks 11,349,573 240,254 25,379 439,305 Sophie V. Vandebroek 11,419,207 171,020 24,979 439,305 Edward F. Voboril 11,280,350 309,951 24,905 439,305 Proposal 2 - Ratification of Auditors. Our stockholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2014 . Broker Non- For Against Abstain Votes 11,708,054 321,960 24,497 0 Proposal 3 - Advisory Vote on Executive Compensation. Our stockholders approved, on a non-binding, advisory basis, the compensation of our named executive officers. Broker Non- For Against Abstain Votes 11,046,996 530,013 38,197 439,305 Proposal 4 - 2009 Stock Incentive Plan. Our stockholders approved the amendment and restatement of our 2009 Stock Incentive Plan. Broker Non- For Against Abstain Votes 8,270,081 3,304,990 40,135 439,305 Proposal 5 - Employee Stock Purchase Plan. Our stockholders approved the amendment and restatement of our Employee Stock Purchase Plan. Broker Non- For Against Abstain Votes 11,369,681 166,527 78,998 439,305 2 -------------------------------------------------------------------------------- Proposal 6 - 2014 Annual Incentive Compensation Plan. Our stockholders approved the 2014 Annual Incentive Compensation Plan. Broker Non- For Against Abstain Votes 11,140,812 430,122 44,272 439,305 Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 99.1 Amended and Restated 2009 Stock Incentive Plan 99.2 Amended and Restated Employee Stock Purchase Plan 99.3 2014 Annual Incentive Compensation Plan 3 --------------------------------------------------------------------------------


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Source: Edgar Glimpses


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