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ENTEROMEDICS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 8, 2014



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

On May 7, 2014, EnteroMedics Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") at the offices of Dorsey & Whitney LLP in Minneapolis, Minnesota. Mark B. Knudson, Ph.D., President, Chief Executive Officer and Chairman of the Board of Directors of the Company, presided. At the Annual Meeting, the Company's stockholders approved each of the following proposals set forth in the Company's Definitive Proxy Statement on Schedule 14A, as amended, which was filed with the Securities and Exchange Commission and mailed to stockholders on April 2, 2014:

Proposal 1:

The Company's stockholders elected three Class I directors to hold office until the 2017 Annual Meeting and until the director's successor is elected and qualified, or, if sooner, until the director's death, resignation or removal.

Based on the following results of voting, each of the Class I directors was re-elected: Name Votes For Votes Withheld Broker Non-Votes Carl Goldfischer, M.D. 30,063,570 2,539,382 20,763,580 Anthony P. Jansz 30,005,142 2,597,810 20,763,580 Jon T. Tremmel 31,577,970 1,024,982 20,763,580 Proposal 2:



The Company's Stockholders voted on a non-binding advisory resolution approving the compensation of the Company's Named Executive Officers, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 31,393,984 807,577 401,391 20,763,580 Proposal 3:



The Company's Stockholders authorized an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.01 per share, by 75 million shares from 125 million to 200 million, as set forth below:

Votes For Votes Against Abstentions 46,021,889 6,297,471 1,047,172 Proposal 4:



The Company's Stockholders authorized an amendment to the Company's Amended and Restated 2003 Stock Incentive Plan (the "Plan") to increase the number of shares authorized for issuance under the Plan by 7.5 million shares, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 21,532,480 10,938,874 131,598 20,763,580



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Proposal 5:

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the year ending December 31, 2014, as set forth below:

Votes For Votes Against Abstentions 50,837,641 665,969 1,862,922



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Source: Edgar Glimpses


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