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CAS MEDICAL SYSTEMS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 27, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



Stockholder Approval of 2011 Equity Incentive Plan, as amended

On April 25, 2014, the Compensation Committee of the Board of Directors of CAS Medical Systems, Inc. (the "Company") approved an amendment to the CAS Medical Systems, Inc. 2011 Equity Incentive Plan (the "Incentive Plan"), subject to stockholder approval, to increase the number of shares of Company common stock available for grant under the Incentive Plan from a maximum of 2,000,000 shares to a maximum of 3,000,000 shares. The existing sublimit of a maximum of 500,000 shares available for delivery with respect to awards of restricted stock and restricted stock units remained unchanged. On June 25, 2014, at the Company's annual meeting of stockholders, the Incentive Plan, as amended, was approved by the Company's stockholders.

The foregoing description of the Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the Incentive Plan, as amended, a copy of which is incorporated by reference herein and was filed with the Securities and Exchange Commission as an exhibit to the Company's proxy statement for the 2014 annual meeting.

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

At the annual meeting of stockholders of the Company held on June 25, 2014, four proposals were voted upon and approved by the Company's stockholders. A brief description of each proposal voted upon at the annual meeting and the number of votes cast for, against and withheld, as well as the number of abstentions and broker non-votes, where applicable, are set forth below.

A total of 24,735,778 votes were eligible to be cast at the annual meeting, consisting of (i) 19,416,629 shares of Company common stock and (ii) 95,500 shares of the Company's Series A Convertible Preferred Stock and 54,500 shares of the Company's Series A Exchangeable Preferred Stock (which is substantially identical to the Series A Convertible Preferred Stock) containing voting rights equivalent to a total of 5,319,149 shares of common stock.

(1) Election of members of the Board of Directors, each for a term of one year

Nominee For Withheld Broker Non-Votes Lawrence S. Burstein 13,042,628 235,200 8,780,586 Thomas M. Patton 13,263,552 14,276 8,780,586 Gregory Rainey 13,045,658 232,170 8,780,586 James E. Thomas 13,035,258 242,570 8,780,586 Kathleen A. Tune 13,249,922 27,906 8,780,586 Kenneth R. Weisshaar 13,263,552 14,276 8,780,586 - 2 -

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(2) Approval of the 2011 Equity Incentive Plan, as amended

For Against Abstain Broker Non-Votes 12,503,045 352,896 421,887 8,780,586 (3) Advisory approval of the compensation of the Company's named executive officers For Against Abstain Broker Non-Votes 12,854,295 74,346 349,187 8,780,586



(4) Ratification of the appointment of CohnReznick LLP as auditor for the Company for the fiscal year ending December 31, 2014

For Against Abstain 22,005,982 44,472 7,960 Item 9.01 Financial Statements and Exhibits



(d) The following exhibit is filed as part of this report:

10.1 CAS Medical Systems, Inc. 2011 Equity Incentive Plan, as amended

(incorporated by reference to the Company's proxy statement filed on April 29, 2014) - 3 -



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Source: Edgar Glimpses


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