Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07 Submission of Matters to a Vote of Security Holders
(1) Election of Directors. The Company's shareholders elected for a one-year term
five persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: Broker Nominee For Withheld Non-Vote Mahesh V. Patel 7,236,296 553,247 885,352 Dr. Stephen A Hill 7,789,543 - 885,352 Jeffrey A. Fink 7,789,543 - 885,352 John W. Higuchi 7,688,296 101,247 885,352 Dr. Richard Dana Ono 7,789,543 - 885,352
There were no abstentions with respect to the election of directors.
(2) Approval and Adoption of Amended and Restated Certificate of Incorporation.
The Company's shareholders did not approve and adopt the terms of the amended and restated certificate of incorporation that provided for the Company to, among other things, authorize the classification of the Board of Directors into three classes with staggered terms. The following table sets forth the vote of the shareholders at the meeting with respect to this amendment: For Against Abstain Broker Non-Vote 7,537,448 251,803 292 885,352
(3) Approval and Ratification of the Company's 2014 Stock Incentive Plan. The
Company's shareholders approved and ratified the Company's 2014 Stock Incentive Plan, which previously had been approved by the Company's Board of Directors, subject to shareholder approval. For Against Abstain Broker Non-Vote 7,639,727 145,964 3,852 885,352
(4) Ratification of Appointment of Independent Registered Public Accounting Firm.
The Company's shareholders voted upon and ratified the appointment of
KPMG LLPas the Company's independent registered public accountants for the fiscal year ending December 31, 2014. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of KPMG LLP: For Against Abstain 8,674,603 - 292
There were no broker non-votes in the ratification of appointment of
Item 9.01 Financial Statements and Exhibits.
the Definitive Proxy Statement filed by